What changed
PepsiCo cut the fair value of Poppi's $300M contingent consideration to $12M, from $278M at December 27, 2025, $162M in March and $117M in June
When
Deal closed May 19, 2025; Q3 2026 10-Q filed October 7, 2026 covers the period ended September 5, 2026; milestone deadline is Q3 2027
Who it affects
PepsiCo, Poppi's founders and former shareholders, rivals Olipop, Bloom Pop and Coca-Cola's Simply Pop, and every brand owner planning an exit with an earnout
What to do
Check whether your own growth depends on a distribution change you do not control, and model what a one-quarter stall does to any earnout or financing covenant

Key takeaways

  • PepsiCo's Q3 2026 10-Q values Poppi's $300 million earnout at $12 million as of September 5, 2026, down from $278 million at the end of 2025, after a first half in which Poppi's US retail sales fell.
  • The category did not stall: prebiotic soda grew 13% to about $1.32 billion in the 52 weeks to October 4, 2026, and 40% of US soda launches now carry a functional claim, so Poppi lost ground to rivals and a distribution transition, not to demand.
  • For brand owners the lesson is structural: binary earnouts pay zero on a near miss, so negotiate sliding scales and longer windows, and buffer every channel transition with stock and a runbook.

Fair value of Poppi's $300M earnout in PepsiCo filings ($M)

  • May 19, 2025 (deal)180$M
  • Dec 27, 2025278$M
  • Mar 21, 2026162$M
  • Jun 13, 2026117$M
  • Sep 5, 202612$M
Source: PepsiCo 10-K and 10-Q filings, 2025 to 2026; quarterly values as reported by BigGo Finance

What the filing says

The numbers come from PepsiCo's quarterly report, not from Poppi. In Note 8 of the 10-Q for the quarter ended September 5, 2026, PepsiCo explains that when it acquired VNGR Beverage, LLC, the company behind Poppi, it recorded a contingent consideration liability: it must pay $300 million if certain performance milestones are achieved by the third quarter of 2027, and otherwise pays nothing. The liability is valued with a Monte Carlo simulation driven by forecasts of Poppi's net revenue and margin. As of September 5 that fair value was $12 million, a decrease of $105 million in the 12 weeks and $266 million in the 36 weeks of the year, booked as a credit to selling, general and administrative expenses.

Work backwards and the path is clear. The liability stood at $278 million at the December 27, 2025 year end, which was higher than the roughly $200 million PepsiCo recorded on the acquisition date, so a year ago PepsiCo thought the bonus was more likely than not. It then fell to $162 million in March, $117 million in June and $12 million in September, according to the quarterly filings as summarised by BigGo Finance. Note 11 of the same 10-Q restates the deal terms: $1.9 billion in cash plus contingent consideration with an acquisition-date fair value of $0.2 billion, with the purchase price allocation finalised in the second quarter of 2026. PepsiCo has not disclosed Poppi's revenue, and a spokesperson told BigGo the brand posted double-digit volume growth in the third quarter and gained share in carbonated soft drinks. Both things can be true: the brand can grow and still miss a target set at the top of its hype cycle.

Why Poppi slipped while the category grew

Beverage Digest reported on August 5, 2026 that Poppi's US retail volume and dollar sales both declined in the first half of 2026, blaming a rocky distribution transition into the PepsiCo system and a flood of new gut soda competitors, and noted that Olipop's growth decelerated at the same time. On the October 8 earnings call, CEO Ramon Laguarta said PepsiCo is dissatisfied with its soft drink performance and will invest more behind Poppi, Pepsi and Mountain Dew while fixing execution with bottlers and at retail. PepsiCo also trimmed its full-year core earnings growth forecast to 2.5% to 3.5%, and its North America beverage unit posted a 2% organic volume decline in the quarter.

Meanwhile the shelf Poppi created got crowded. FoodNavigator lists Olipop, Culture Pop, Health-Ade SunSip and Coca-Cola's Simply Pop as direct rivals, and Coca-Cola said last month it is piloting 6 grams of prebiotic fiber in Coke Zero Sugar, Sprite Zero Sugar and Fresca in New York, New Jersey and Pennsylvania. Spate's data for the 52 weeks to October 4, 2026 shows prebiotic soda at about $1.32 billion, up 13% in dollars and 15.6% in units, and all modern soda at $1.82 billion, up 14.3%, against total soda up 4.3% in dollars with units down 0.2%. Mintel told BeverageDaily that functional claims appeared on 40% of US carbonated soft drink launches in the year to September 2026, an all-time high. Poppi's answer has been to widen the brand: Poppi Lift with 70 milligrams of caffeine and Poppi Chill with magnesium and L-theanine.

  • Category up 13% in dollars, 15.6% in units (Spate, 52 weeks to Oct 4, 2026): shoppers bought more cans, not just pricier ones.
  • Poppi H1 2026: US retail volume and dollars down (Beverage Digest, Aug 5, 2026); PepsiCo says Q3 volume grew double digits.
  • Earnout fair value: $278M (Dec 2025) to $162M (Mar) to $117M (Jun) to $12M (Sep 5, 2026).

Poppi under PepsiCo, 2025 to 2027

  1. PepsiCo closes the Poppi acquisition: $1.9B cash plus a $300M earnout

  2. Earnout fair value peaks at $278M in the year-end filing

  3. Beverage Digest: Poppi H1 2026 US retail volume and dollars fell

  4. 10-Q shows $12M fair value; Laguarta says PepsiCo will invest more in Poppi

  5. Milestone deadline: $300M paid in full or not at all

Amazon snapshot: Poppi is winning the online shelf

Retail scanner data is not the whole picture. We pulled a third-party database estimate for the Amazon US search niche prebiotic soda on November 9, 2026: 164 listings selling an estimated $11.4 million a month at the child ASIN level. On that estimate Poppi is the largest soda brand in the niche at about $2.2 million a month across 29 listings, roughly 19% of niche revenue, ahead of Olipop at about $1.7 million across 22 listings, or 15%. Poppi's two biggest 12-packs are estimated at about 17,100 and 11,900 units a month, each up around 250% year on year and up 88% to 96% over the past 90 days, at $19.34 and $23.88 a pack against Olipop's $23.64. Bloom Nutrition's Bloom Pop, a newer entrant, is estimated at about $320,000 a month in soda. These are model estimates from a third-party tool, not company figures, and they cover one marketplace, but they point to a brand that is still growing fast online and priced about 18% below its main rival on a 12-pack, exactly the lever a $1.95 billion owner can afford to pull.

Amazon US prebiotic soda niche, estimated monthly revenue by brand ($M)

  • Poppi2.16$M
  • Olipop1.73$M
  • Bloom Pop (soda only)0.32$M
  • All 164 listings11.4$M
Source: Third-party Amazon database estimate for the prebiotic soda search niche, pulled Nov 9, 2026; not company data

So what: what a missed earnout costs, in plain math

For Poppi's former shareholders, the markdown implies that about $288 million of a possible $300 million is, on PepsiCo's own model, unlikely to arrive. On a $1.95 billion headline deal that is roughly 15% of the price that was never certain. For PepsiCo the markdown is a $266 million accounting gain this year and a $1.7 billion brand intangible to defend; a brand that keeps growing slower than its deal model risks an impairment later. For every smaller brand owner the lesson is about the structure, not the soda. Earnouts are usually all or nothing, measured on net revenue and margin, and judged over a window you do not fully control once you have sold.

Here is the arithmetic that matters when you negotiate one. If a target requires, say, 30% compound growth for two years and you deliver 30% in year one and 5% in year two because a distribution change cost you a quarter of shelf resets, you miss the milestone entirely even though the brand is far bigger than at signing. A quarter of lost momentum is enough. The Poppi filings show exactly that pattern: the valuation rose for the first seven months after the deal, then fell every quarter as the first-half decline fed the forecast.

Worked example: a $20 million brand negotiating an earnout

Illustrative numbers. A supplement brand doing $20 million a year in sales on Amazon, Walmart and its own site agrees to sell for $60 million cash plus a $15 million earnout if sales reach $32 million within 24 months, a 26% compound rate. The buyer moves fulfillment into its own warehouses in month four and switches the brand's Amazon account to its agency. The transition costs eight weeks of stockouts on the two hero SKUs, which run 45% of revenue. Year one lands at $23.5 million instead of the $25.2 million plan. Year two would now need 36% growth to hit $32 million, and the brand finishes at $29 million. The founders receive nothing from the $15 million because the test is binary.

The same deal with a sliding scale, for example $5 million at $28 million of sales rising to $15 million at $32 million, pays about $7.5 million on the same outcome. The same deal with a 30-month window instead of 24 likely pays in full. Neither change costs the buyer anything if the brand hits plan; both protect the seller from a transition quarter. That is the negotiation Poppi's numbers argue for. If you are a brand owner rather than a seller, the equivalent question is whether your own growth plan assumes a channel move, a new 3PL or a new agency with no buffer for the quarter it goes wrong. Our guide to Amazon pricing strategy covers the other lever in this story, pricing below the category leader while the owner's balance sheet can carry it.

  • Binary earnouts pay zero on a near miss; sliding scales and longer windows cost the buyer nothing if the plan holds.
  • Every transition you do not control, from distribution to fulfillment to the ad account, needs a buffer in the growth plan.

What sellers and brands should do this week

Whether you are selling a brand, raising money or just planning 2027, these are the checks that follow from Poppi's filings.

  • Founder or CFO: list every covenant, earnout or milestone your business is measured on and write the exact metric, window and threshold next to it. Metric: a one-page register, reviewed monthly, with the current run rate against each threshold.
  • Founder: for any deal under discussion, ask for a sliding scale instead of a binary test, a window at least 30 months long, and a clause that pauses the clock during a buyer-led distribution or platform transition. Metric: the earnout value at 90% of plan is above zero.
  • Brand manager: on Amazon, protect the hero SKUs through any change of 3PL, prep center or account ownership by holding 60 days of cover in FBA and keeping Subscribe and Save live, using the Subscribe and Save guide for the setup. Metric: zero days out of stock on the top five ASINs during the transition.
  • Category lead: if you compete with Poppi or Olipop, watch 12-pack pricing weekly, because a deep-pocketed owner pricing 18% below the leader is a share play you cannot ignore. Metric: your price gap to the category leader on the top three pack sizes.
  • Marketing lead: budget for the next wave of entrants, since 40% of US soda launches now carry a functional claim and Coca-Cola is testing fiber in its flagship brands. Metric: branded search volume for your brand against the category term, month over month, using the method in our Amazon product launch guide.
  • Operations lead: before a channel transition, write the playbook for the week it goes wrong, including who approves emergency inbound shipments and ad budget cuts. Metric: a tested runbook, with the owners named, before the switch date.

Earnout and transition checklist for brand owners

  • Register every covenant, milestone and window on one page
  • Ask for a sliding scale instead of a binary test
  • Pause the clock during buyer-led transitions
  • Hold 60 days of FBA cover on hero SKUs through any switch
  • Track your price gap to the category leader weekly
  • Write the runbook for the week the transition goes wrong

When this does not apply

If you are not selling or raising, the earnout mechanics are background and the live lesson is competitive: the category keeps growing and the leader is pricing to defend share. If you sell a product with no functional claim, the Mintel and Spate figures describe a trend you are not competing in. The Amazon numbers above are estimates from a third-party tool for one search niche and one month; they are not PepsiCo data, and they will not match a brand's own accounts. PepsiCo has not disclosed Poppi's revenue, so any statement about the brand's absolute size is an outside estimate. For more brand stories like this, follow our ecommerce marketplace news channel.

Where PPC Spider helps

PPC Spider is a marketplace agency for brands selling on Amazon and other marketplaces. Our SpiderOS platform monitors bids, budgets, search terms and stock, and sets ACoS targets from each product's margin after fees, so a brand going through a transition keeps its hero SKUs in stock and its ads tied to real contribution. If you want an outside read on how your Amazon business would hold up through a channel or ownership change, start with a free Amazon audit or see our Amazon PPC management service.

Sources

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