See, http://copyrightblog.kluweriplaw.com/2022/05/09/andy-warhol-...
After Prince's death, Vanity Fair Magazine purchased an image rights license to run the Warhol painting on it's cover.
The original photograph was, at the time, also available for license.
Goldsmith argued that Warhol's work was commercially competing with their original photograph.
Note that the context was not space on gallery walls but the cover of a magazine, and there was not a question of whether the cover of magazine constitutes fair use...I mean the Warhol foundation would almost certainly have sued if Vanity Fair had used the Warhol image without a license.
To put it another way, the case is not about Fair Use directly, but about competing image rights. I mean, since nobody is going to confuse a magazine cover with an original Warhol, for the Warhol Foundation's fair use claim to stand, then Vanity Fair's cover would be sufficiently transformative to constitute fair use.
Not that there'd be anything wrong with that. Warhol's been dead 25 years. Seems like enough time for the works to be in the public domain, to me. YMMV.
[1]: The Atlantic seems to have given up on journalism in recent years...Jobs bought it in 2017.