UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 1-SA

SEMIANNUAL REPORT PURSUANT TO REGULATION A

For the Fiscal Semiannual Period Ended June 30, 2026

MASTERWORKS VAULT 16, LLC

(Exact name of issuer as specified in its charter)

Commission File Number: 024-12742

1 WORLD TRADE CENTER, 57TH FLOOR, NEW YORK, NY 10007

(Full mailing address of principal executive offices)

(203) 518-5172

(Issuer’s telephone number, including area code)

www.masterworks.com

(Issuer’s website)

Series 114 Class A Ordinary Shares, Series 116 Class A Ordinary Shares, Series 117 Class A Ordinary Shares, Series 118 Class A Ordinary Shares, Series 120 Class A Ordinary Shares, Series 121 Class A Ordinary Shares, Series 122 Class A Ordinary Shares, Series 123 Class A Ordinary Shares, Series 125 Class A Ordinary Shares, Series 127 Class A Ordinary Shares, Series 128 Class A Ordinary Shares, Series 129 Class A Ordinary Shares, Series 130 Class A Ordinary Shares, Series 131 Class A Ordinary Shares, Series 132 Class A Ordinary Shares, Series 133 Class A Ordinary Shares, Series 134 Class A Ordinary Shares, Series 135 Class A Ordinary Shares, Series 137 Class A Ordinary Shares, Series 138 Class A Ordinary Shares, Series 139 Class A Ordinary Shares, Series 140 Class A Ordinary Shares, Series 141 Class A Ordinary Shares, Series 143 Class A Ordinary Shares, Series 148 Class A Ordinary Shares

(Securities issued pursuant to Regulation A)

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Report contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our forward-looking statements to differ from actual outcomes include, but are not limited to, those described under the heading “Risk Factors” in our most recent Offering Circular filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Report. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this Report, whether as a result of new information, future events or otherwise.

Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this Report, “we,” “our,” “ours,” “us,” or the “Company,” refer to Masterworks Vault 16, LLC, a Delaware series limited liability company and, as the context requires, the series of the Company and the segregated portfolios of Masterworks Cayman, SPC (“SPC”) that hold title to the Artwork of each series, individually or collectively. “Masterworks” refers to Masterworks, LLC, and or its wholly owned subsidiaries.

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with our unaudited Consolidated Financial Statements and the related notes. The Consolidated Financial Statements included in this filing are unaudited and have not been reviewed, and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although in the opinion of management all necessary adjustments have been included to make the interim Consolidated Financial Statements not misleading.

Overview

We are a Delaware series limited liability company formed on November 18, 2024 to facilitate investment in distinct artworks (each, an “Artwork” and collectively, the “Artworks”). We are managed by our affiliate, Masterworks Administrative Services, LLC (the “Administrator”).

Each Artwork is owned by a separate series of the Company. The Class A shares of each series represent ordinary membership interests in such series (“Class A ordinary shares”) and an investment solely in a particular series and, thus, indirectly in the Artwork beneficially owned by that series. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Company are segregated and enforceable only against the assets of such series under Delaware law.

As of June 30, 2026, no series of the Company or any segregated portfolio of Masterworks Cayman beneficially owns any material assets other than cash and/or the single Artwork associated with such series or has any indebtedness or commercial obligations following the final closing of such series offering other than obligations arising pursuant to an administrative services agreement with Masterworks and potential contractual obligations associated with an eventual sale of the Artwork of a series.

The Restructuring Transactions

On June 1, 2026, the Company completed a series of transactions (the “Restructuring Transactions”) pursuant to which the assets, rights and obligations of 25 separate Delaware limited liability companies, each of which had conducted its own qualified Regulation A offering and owned a single Artwork (each, a “Target Issuer”), were transferred into 25 distinct series of the Company. The Restructuring Transactions were described in the Company’s offering circular, which was qualified by the Securities and Exchange Commission, and in the Current Reports on Form 1-U filed by each Target Issuer.

The Restructuring Transactions comprised the following steps, which occurred substantially concurrently:

1. Asset Transfers and Assignments. All of the assets of each Target Issuer were transferred to a newly formed series of the Company (each, a “Merger Series”) in exchange for 100% of the shares of such Merger Series, and each Target Issuer assigned to the applicable Merger Series all agreements to which it was a party, including its administrative services agreement, its intercompany agreement and its subscription agreements. Each series also assumed the pre-existing obligation of the predecessor Target Issuer to exchange Management Fee Shares that are SPC shares for Class A ordinary shares of such series on a one-for-one basis.

2. Distributions. Each Target Issuer distributed one share of the applicable Merger Series to each of its shareholders for each share of the same class of the Target Issuer held by such shareholder, so that each Merger Series had the same capitalization and share ownership as the predecessor Target Issuer.

3. Merger. Each Merger Series merged with and into a newly created series of the Company, and each outstanding share of the Merger Series was converted into one share of the surviving series of the same class. The surviving series succeeded to all rights and obligations of the predecessor Target Issuer.

4. Dissolution. Each Target Issuer was dissolved following the Merger and its outstanding membership interests were extinguished.

No consideration was paid by the Company or by any series, and no shareholder was required to make any payment or bear any cost or expense, in connection with the Restructuring Transactions. Each shareholder of a Target Issuer received shares of the corresponding series of the Company of the same class and in the same number as the shares held in the Target Issuer, so that the ownership, capitalization, board of managers, assets and obligations of each series immediately following the Restructuring Transactions were the same as those of the corresponding Target Issuer immediately before. Masterworks’ compensation arrangements did not change as a result of the Restructuring Transactions, and the existing arrangements of each Target Issuer were assumed by the corresponding series.

Each Target Issuer announced the Restructuring Transactions in a Current Report on Form 1-U filed on May 29, 2026 and remained subject to the reporting requirements of Regulation A until it filed a Form 1-Z, exiting the reporting system, on June 29, 2026 in connection with its dissolution. The Company has reported in respect of each surviving series from June 1, 2026, the date of the transfer.

Basis of Presentation and Periods Presented

The Restructuring Transactions were a transaction between entities under common control and have been accounted for under FASB Accounting Standards Codification Subtopic 805-50, Business Combinations: Related Issues. The assets and liabilities transferred were recognized by each series at the historical carrying amounts of the predecessor Target Issuer, and no goodwill or other adjustment to carrying value arose.

This Report covers the first six months of the Company’s fiscal year, and the Consolidated Statements of Operations, of Members’ Equity and of Cash Flows are presented for the period from January 1, 2026 through June 30, 2026. The Company’s offering statement on Form 1-A was qualified on May 29, 2026 and this Report is the Company’s first periodic report. The Company had no assets, liabilities or operations at any time from the beginning of the period until the Restructuring Transactions on June 1, 2026, so the opening balances of the period are nil and the balances transferred on that date are the first amounts recognized. No comparative period is presented: the Company conducted no operations in any prior period, and the semiannual reports of the Target Issuers for the corresponding period of 2025 are incorporated by reference in the Company’s offering circular. See Note 1.

Continuity with the Target Issuers’ Prior Reports

Each series of the Company continues an investment previously made through a single Target Issuer, and each Target Issuer was itself a Regulation A reporting company. Each series bears the number of the Target Issuer whose Artwork it holds, as set out in the table below — and the offering circular, annual reports on Form 1-K, semiannual reports on Form 1-SA and current reports on Form 1-U of each Target Issuer are incorporated by reference into the Company’s offering circular, which lists them by Target Issuer. They remain available on the SEC’s EDGAR website under the name of that Target Issuer. The most recent annual report of each Target Issuer, for the year ended December 31, 2025, was filed on April 30, 2026. The most recent semiannual report of each Target Issuer, for the six months ended June 30, 2025, was filed on September 26, 2025; it covers the period corresponding to the period covered by this Report.

A shareholder of a Target Issuer received one share of the corresponding series of the Company, of the same class, for each share held, and paid nothing and gave up nothing in the exchange. The Artwork held for each series, the number and the rights of the shares outstanding, and the terms on which the Administrator is compensated are the same before and after the Restructuring Transactions. What changed is the legal form in which the Artwork is held and the identity of the reporting company: 25 separate reporting issuers became 25 series of a single reporting issuer, and this Report covers all of them.

Because the Restructuring Transactions were between entities under common control, nothing was revalued. Each series recognized the assets and liabilities it received at the amounts at which the Target Issuer carried them, so the carrying value of each Artwork in this Report is the same historical cost the predecessor Target Issuer reported in its most recent annual report. The line “Net assets contributed in the common control transaction” in the Consolidated Statement of Members’ Equity is the net book value of what was transferred — the Target Issuer’s members’ equity immediately before the transfer.

Because the Company had no assets, liabilities or operations before the Restructuring Transactions, the Consolidated Statements of Operations, of Members’ Equity and of Cash Flows in this Report, including per-share amounts, are those of the period from January 1, 2026 through June 30, 2026, and are not comparable with the twelve-month amounts in a Target Issuer’s annual report or the six-month amounts in its semiannual reports. The Consolidated Balance Sheet at June 30, 2026 is directly comparable: it presents the same Artwork, carried at the same amount, held for the same shareholders. The balances transferred to each series on June 1, 2026 include all activity of the predecessor Target Issuer through that date.

Operating Results

During the period from January 1, 2026 through June 30, 2026, the Company recognized a net loss of $92,114. Operating results for the period consist principally of the administrative services fee payable to the Administrator, which is settled in shares rather than in cash, and, for any series that sold its Artwork during the period, the gain recognized on that sale.

The Administrator is issued Management Fee Shares at a rate of 1.5% per annum of the total equity interests of the applicable segregated portfolio of Masterworks Cayman. The fee is a non-cash expense: it is settled by the issuance of shares and is recognized at the value of the shares issued at the time of issuance. During the period from January 1, 2026 through June 30, 2026, $92,114 was recognized in respect of the fee. The shares issued during the period also settled $181,659 of fee accrued by the Target Issuers for April 1, 2026 through May 31, 2026 and transferred to the Company on June 1, 2026, so the value of shares issued during the period exceeds the expense recognized in the period by that amount.

Contingent Liabilities

Neither the Company nor any series has any contingent liabilities, other than as described in the notes to the Consolidated Financial Statements.

Income Taxes

The Company is treated as a single partnership for U.S. federal income tax purposes and files one partnership return covering all of its series. The series are not separate taxpayers and do not file separately.

Because the economic arrangement differs from series to series, the partnership uses special allocations to attribute the income, gain, loss and deduction of each series to the members of that series. Each member is allocated its pro rata share of the results of the series in which it holds shares, after giving effect to the distribution waterfall of that series, including the entitlements of the Class B ordinary shares. The allocations are made so that each member’s share of taxable income or loss follows the economic arrangement set out in the operating agreement.

As a partnership, the Company generally is not subject to U.S. federal income tax. Each member that is subject to U.S. tax takes into account its allocated share, whether or not distributed, and reports it on its own return. Taxable income or loss allocated to a member may differ significantly from the income or loss reported for that series in these financial statements. Accordingly, no provision for income taxes is reflected in these financial statements.

Liquidity and Capital Resources

Assets. At June 30, 2026, the Company held Artwork with a carrying value of $76,171,628 and cash of $3,500. Each series has completed the final closing of its offering, and the cash of each series consists of the capital contributed on formation together with amounts accumulated in respect of interest, other than a series that has sold its Artwork and holds the net proceeds pending distribution to its shareholders.

Liabilities. At June 30, 2026, the Company had no liabilities. The administrative services fee accrued by the Target Issuers and transferred to the Company on June 1, 2026 was settled during the period by the issuance of Management Fee Shares.

We do not expect the Company or any series to require cash to fund operations. The Administrator performs administrative services and pays all of the ordinary ongoing operating costs and expenses of the Company and each series in exchange for Management Fee Shares, and has agreed to fund our operations and the costs of maintaining the Artwork of each series until the Artwork is sold or the earlier termination of the Administrative Services Agreement.

Recent Developments in the Art Market

The global art market entered a recovery cycle in 2025 following a prolonged downturn, and that recovery extended through the first half of 2026. At the three major auction houses, Christie’s, Sotheby’s and Phillips, combined fine art auction sales rose 14.7% to $7.04 billion in 2025, and rose 81.9% year-over-year to $5.22 billion in the first half of 2026, the strongest first-half result since 2022. This followed a significant contraction in 2024, when fine art auction sales at the three houses declined 26.0% to $6.14 billion. While the global art market is large, its exact size is unknown and statistical data is inconsistent, and the auction figures in this section cover only the three houses named above.

Single-owner collections appear to have been a large driver of the recovery. They accounted for $2.17 billion of sales in the first half of 2026, or roughly 32% of total auction value across all collectible categories at the three houses. New York contributed $1.41 billion of that, up from approximately $525 million a year earlier, and London $568 million. Two collections accounted for 45% of that total: Christie’s Masterpieces: The Private Collection of S.I. Newhouse, which realized $630.8 million, and Sotheby’s Masterpieces from the Lewis Collection, at $346.5 million in London in June. Fine art sales for the period were up 82.6% at Christie’s, 87.2% at Sotheby’s, and 37.7% at Phillips.

Impressionist and Modern art has led the recovery in both periods, rising 31.4% in 2025 and a further 133.4% in the first half of 2026 to $2.31 billion. Much of that increase came from a small number of works, including Gustav Klimt’s Bildnis Elisabeth Lederer, which sold for $236.4 million. The number of lots sold in the category fell by a third in 2025 even as its value rose. Post-War and Contemporary art, the category most relevant to the Company’s portfolio, was more subdued in 2025, easing 2.6% to $2.84 billion, though it remained the largest fine art category at auction in that year. It recovered in the first half of 2026, rising 56.9% to $1.92 billion, although Impressionist and Modern art was the larger category in that period.

The market for works by women artists strengthened in the first quarter of 2026. Auction sales of works by women artists at the three major houses totaled $105.5 million in that quarter, an increase of 58.7% year-over-year and the first opening quarter above $100 million since at least 2018. This followed a weaker 2025, in which sales by women artists declined 6.7% to approximately $502 million. The highest price paid for a work by a woman artist in 2025 was $54.7 million, for Frida Kahlo’s El sueño (La cama) at Sotheby’s New York in November. Women artists accounted for approximately 20% of artists selling at auction in 2025.

Based on a repeat-sales index of historical art market prices computed on a value-weighted basis and focused on the Post-War & Contemporary Art category, as developed by Masterworks, the Post-War & Contemporary Art category has exhibited price appreciation at an estimated annualized rate of 10.07% from 1995 to 2026, versus 10.53% for the S&P 500 Index on a total return basis, with a correlation factor of 0.01 on quarterly returns. Art market transaction volume has also shown resilience through periods of financial stress, such as 2001-2, 2008-9 and 2020. We believe these characteristics present the investment case for art as a possible risk diversifier.

Looking ahead through the balance of 2026, indicators of market participation have continued to improve. The sell-through rate across the three houses reached 91.3% in the first half of 2026, surpassing 90% for the first time in a first-half auction season, with 131 white-glove sales. Lots sold rose 4.6% to 54,869.

We expect the autumn 2026 auction season to be an important test of the durability of the current cycle. Market participants do not uniformly expect the first half’s pace to continue: a majority of market experts surveyed by ArtTactic in March 2026 anticipated that the auction market would consolidate around current levels over the coming months rather than sustain first-half growth rates.

Geopolitical and economic uncertainty, together with the effects of cross-border trade policy, remain risks to demand. Some categories of art have retained a special status under current trade regulations, which has left the market relatively insulated from direct tariff costs, but policy volatility has increased the administrative burden and cost of cross-border transactions and has weighed on buyer and seller confidence. In a survey conducted at the end of 2025, 80% of mid-tier auction houses reported that tariffs and cross-border trade barriers had negatively affected their business during the year; none reported a positive effect.

Through the first half of 2026, art market transaction volumes and sell-through rates have improved relative to prior periods, which has increased near-term opportunities for artwork sales across the Masterworks platform and, by extension, capital formation for new Masterworks offerings. The Company did not complete a sale of the Artwork of any series during the period from January 1, 2026 through June 30, 2026, and accordingly made no distributions to holders of Class A ordinary shares. We expect market conditions to continue to support exit opportunities through the balance of 2026. The Company continues to exercise flexibility in timing sales based on market conditions, and intends to hold the Artwork of each series for an indefinite period while evaluating reasonable third-party offers. For the Administrator, increased realized sales have increased cash flows from profit participation, while management fee accruals continue as designed. We are not otherwise aware of any trends, uncertainties, demands, commitments or events that will materially affect our operations.

Commitments from Affiliates to Fund Operations

We have a written agreement with the Administrator to fund our operations and costs to maintain the Artwork of each series until we sell the Artwork or the earlier termination of the Administrative Services Agreement.

Masterworks, LLC, the parent of the Administrator, is party to a revolving senior secured promissory note with Lynn Family Trust 001, an entity affiliated with Scott W. Lynn, the Company’s Chief Executive Officer and Chief Financial Officer. The note provides for borrowings of up to $7,000,000. No amount was outstanding as of the date of this Report. The facility remains available to be drawn through the end of its term on June 17, 2027. The Company is not a borrower under, and has no obligation in respect of, the note.

Item 2. Other Information

None.

Item 3. Consolidated Financial Statements

MASTERWORKS VAULT 16, LLC

Consolidated Financial Statements

As of June 30, 2026 and

For the Period from January 1, 2026 Through June 30, 2026

CONTENTS

Consolidated Balance Sheet

As of June 30, 2026

Consolidated Balance Sheet

As of June 30, 2026

Consolidated Balance Sheet

As of June 30, 2026

Consolidated Statement of Operations

For the Period from January 1, 2026 Through June 30, 2026

Consolidated Statement of Operations

For the Period from January 1, 2026 Through June 30, 2026

Consolidated Statement of Operations

For the Period from January 1, 2026 Through June 30, 2026

Consolidated Statement of Members’ Equity

For the Period from January 1, 2026 Through June 30, 2026