Poppi: Allison and Stephen Ellsworth. From Farmers Market Vinegar Drink to $2B Soda Sensation

Summary

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How I Built This with Guy Raz

Poppi: Allison and Stephen Ellsworth – From Farmers Market Vinegar Drink to $2B Soda Sensation

Release Date: September 22, 2025
Host: Guy Raz
Guests: Allison Ellsworth & Stephen Ellsworth, co-founders of Poppi

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Episode Overview

This episode dives deep into the journey of Allison and Stephen Ellsworth, the founders of Poppi, who transformed a homemade apple cider vinegar drink into a $2 billion soda sensation. From humble beginnings at a Dallas farmers’ market to a major acquisition by PepsiCo, the Ellsworths recount the hurdles, strategic pivots, and bursts of viral success that defined their path. The interview traverses early business struggles, the impact of Shark Tank, branding overhauls, weathering the pandemic, and their unique dynamic as entrepreneurial spouses.

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Key Discussion Points & Insights

1. Origins: Health Struggles & Home Experiments

• Allison’s health crisis prompted her to experiment with apple cider vinegar (ACV) for digestive relief, discovering notable benefits but battling the harsh taste.

  “Within two weeks of just having the apple cider vinegar, I felt 50% better.” – Allison Ellsworth [14:57]

• She began infusing ACV with fruit and sharing her concoctions, first to skeptical family but eventually to neighbors and friends who asked for more.
• Realization that there was market interest led to the early idea of a business.

2. Building the Brand: Family Hustle and Farmers Markets

• Relocating to Dallas while pregnant, Allison and Stephen invested $90,000 (own savings and family help) in equipment and home-based small-batch production.

  "Our entire house smells like vinegar... we have a table that we've basically makeshifted this bottling unit together.” – Allison [21:12]

• “Mother Beverage” debuted at Dallas farmers markets, quickly selling out despite minimal planning or marketing.
• Early validation came when a Whole Foods buyer expressed interest, though getting onto shelves took 10 months and required a transition from home production to a small manufacturing facility.

3. Scaling Up: Whole Foods, DIY Manufacturing, and Hard Lessons

• The unpasteurized, raw nature of the drink made it challenging to find a co-packer; the couple continued hands-on production.
• Distribution expanded via UNFI and local retailers; Stephen worked a second job to finance operations, and the founders didn’t pay themselves.

  “It was really what allowed us to reinvest everything that we were making at the time.” – Stephen [39:19]

• Their product’s success at Whole Foods led to broader regional expansion.

4. Shark Tank: A Pivotal Moment

• Approached to invest, the founders chose to try for Shark Tank instead of taking “dumb money.”
• While the pitch was met with skepticism on camera (Mr. Wonderful called them “an apple cider vinegar roach”), branding expert Rohan Oza saw promise and invested $400,000 for 25% equity contingent on a full rebrand.

  “You have a fantastic story, you have a fantastic product, but your branding is shit.” – Rohan Oza (as recounted by Allison) [47:58]

5. Rebranding: The Birth of Poppi

• A nine-month overhaul, where Poppi's name (a play on soda pop) and vibrant, colorful cans were created to pop off the shelf.

  “Colored cans were the way to go. It just popped off the shelf. And no one was doing better for you with color at the time.” – Allison [50:36]

• The pivot to “prebiotic soda” was a bold move as soda had become a “dirty word”—but it ended up carving out the modern soda category in grocery stores.

6. COVID-19: Rapid Adaptation and Viral Growth

• Their much-anticipated national launch at Expo West (March 2020) was upended by the pandemic:

  “A day into it, they canceled the entire thing. And at that moment, it was just so devastating for us because … this was our moment. Where do we go from here?” – Allison [55:03]

• Pivoted quickly to focus on Amazon; a timely Shark Tank update supercharged sales, leading to $250k/month runs.
• Viral TikTok content—especially Allison’s storytelling—generated massive spikes:

  “I just told my story … and when we woke up, we had sold $100,000 on Amazon that night.” – Allison [61:10]

7. Explosive Retail Growth and the Modern Soda Set

• By 2023, Poppi hit $100 million in sales; by the next year, $500 million.
• Poppi’s presence required retailers to create a new “modern soda set”—a category that didn’t exist before.
• Their positioning as soda for a new generation steadily pushed the product from niche shelves to the center stage.

8. The Pepsi Acquisition

• In March 2025, Pepsi acquired Poppi for nearly $2 billion.

  “For us, we … now can go from 50,000 locations to 350,000 locations.” – Allison [66:35]

• The partnership ensures Poppi’s distribution scale without diluting brand authenticity:

  “Pepsi just… got that from them. ‘Let Poppy be Poppy.’” – Allison [68:11]

9. Working as Spouses: Challenges and Resolutions

• The couple worked together through immense stress, raising children while scaling a volatile business.
• They prioritized their marriage by setting expectations and communicating openly:

  “We finally sat down one day, and it was just like, we got to pick, right? Is it marriage, kids, or the business?” – Allison [69:39]

• Both would do it again together, crediting mutual 100% commitment.

10. Luck vs. Grit

• The founders reflect that “The harder I work, the luckier I get.” (Steven [71:42])
• Both emphasize a unique mix of timing, hard work, resilience, and openness to help from others shaped their journey.

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Notable Quotes & Memorable Moments

• On the grind:

  “Honestly, I think that's a big driver of that self starting mentality that just kind of was instilled in for me from a really young age.” – Allison [07:55]

• On exploding bottles:

  “We put it in there and we sealed it… and probably like 10 minutes in, the bottle just blew up…” – Steven [24:07]

• On early market validation:

  “We were selling out, like, every week… so we were like, okay, something's working.” – Allison [27:33]

• On Shark Tank skepticism:

  “Mr. Wonderful called us an apple cider vinegar roach.” – Allison [45:18]

• On letting go of old branding:

  “We wanted them to sip it and say, wow, this tastes amazing. And then we wanted them to flip around and read the nutritional and say, whoa, this is better for me too.” – Allison [64:15]

• On acquisition anxieties:

  “I've never felt sad, happy, stressed, excited, like, all within the same day, multiple days in a row for weeks.” – Allison [68:11]

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Timestamps for Key Segments

| Timestamp | Segment | |-----------|---------------------------------------------------------------| | 03:10 | Expo West Launch Canceled—COVID hits | | 06:00 | Guy introduces the Poppi origin story | | 13:18 | Allison & Steven meet; early marriage and grit | | 19:51 | Decision to commercialize recipe: first move to Dallas | | 22:36 | Hands-on home manufacturing struggles | | 28:27 | Whole Foods buyer discovers the drink | | 33:22 | No co-packers, necessity of own manufacturing | | 39:51 | Growth and first media buzz in Dallas | | 41:45 | Revenue prior to Shark Tank; decision to pitch | | 45:18 | Shark Tank reception and Rohan Oza’s investment | | 47:58 | Rebranding recommendations and process to “Poppi” | | 55:03 | National launch, COVID derailment, pivot to Amazon | | 59:36 | TikTok virality and rapid e-commerce growth | | 61:47 | Defining a new category—the “modern soda set” | | 65:06 | Sales explosion and thoughts on competition | | 66:35 | Pepsi acquisition and its impact | | 69:39 | Navigating marriage and business partnership | | 71:42 | Reflections on luck, timing, and hard work |

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Episode Highlights

• The transformation from a kitchen remedy to a beverage empire happened in less than a decade, exemplifying the power of timing, strategic branding, and digital virality.
• Authentic storytelling (both on Shark Tank and platforms like TikTok) repeatedly supercharged growth.
• Rather than shy away from the “soda” label, Poppi’s embrace of the word and bright design helped redefine the market and build a cult-like following among young, health-conscious consumers.
• The founders candidly share the personal costs and marriage stresses of entrepreneurship—and the rare, deep commitment it demanded.

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For anyone who wants behind-the-scenes detail on building a modern CPG giant, surviving disasters, embracing pivots, and working as a married founding duo, this episode offers both an inspiring and refreshingly honest look at the entrepreneurial grind.

Transcript

[Guy Raz]

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[Allison Ellsworth]

Expo west is a really big event in CPG, especially in better for you.

[Guy Raz]

Yep, it's a big convention Anaheim.

[Allison Ellsworth]

And we were using this tentpole event as being our launch. So we had spent a lot of our money on I think like almost $90,000 on building a booth. You know, you have to pay for the space, you have to get product out there. It was like our big and we ship out to launch poppy March 3, 2020, the first week of COVID And then a day into it, they canceled the entire thing. And at that moment, it was just so devastating for us because we're like, oh goodness, this was our moment. Where do we go from here?

[Guy Raz]

Welcome to How I Built this, a show about innovators, entrepreneurs, idealists and the stories movements they built. I'm Guy Raz and on the show today, how a mom and pop beverage made with apple cider vinegar got remade as Poppy, a soda sensation that sold to pepsi for nearly $2 billion. Okay, I'm going to tell you about something I do every morning and I'm going to qualify this by telling you that I have zero standing or expertise or academic training to give any advice on what to put into your body. All I know is what works for me. Whether it's real or imagined or just witchcraft, it works. So every morning after I get a little morning sunlight. Thank you, Andrew Huberman. I pour water into a tall glass and drop a tablespoon of apple cider vinegar into the water and then I drink it. It's supposed to be really good for regulating blood sugar. And all I know is that I think it makes me feel pretty great. But that's just me. For a lot of people, the taste of diluted apple cider vinegar is a non starter. Which brings us to today's story because about 10 years ago, Alison Ellsworth was doing a version of what I do as well. In her case, it seemed to help with digestion and chronic stomach issues. The problem, though, at least for Alison, was the taste. So she started to add fruit juices to her vinegar and water mix and eventually started to share her concoction with friends. And soon Allison's husband Stephen joined to help out as well. Now you probably know what happened next because as These things go. Enough people liked what Allison was making that it occurred to her she might have a picture product and a business. So Alison applied to a local farmer's market in Dallas and started bottling her homebrew vinegar drink and called it Mother Beverage. Doesn't quite slip off the tongue, but it was a start. One day, Alison and Steven found out that Shark Tank was coming to Dallas looking for prospective guests. Now, I'm not going to unravel this whole story here, because you are about to hear it, but this is the story of how a farmer's market vinegar drinks became Poppy, a prebiotic soda that eventually sold to Pepsi for nearly $2 billion. Think about that. In less than 10 years, the brand went from a mom and pop curiosity at a Texas farmer's market to a $2 billion sensation. As for Stephen and Alison, they didn't start their careers in the beverage industry or even in the health and wellness space. They both grew up in the 80s and 90s. Allison in Texas, Steven in Wisconsin. After attending the University of Utah, Steven worked briefly in the corporate world, including a stint at Wells Fargo. But he didn't like it all that much.

[Steven Ellsworth]

Yeah, that's right. I'd like to say that I was unemployable in the corporate world. I've always had the ability to earn money from a young age. I got a paper route when I was 11, and that's very autonomous. Mowing lawns, shoveling driveways. And I never had to go work for someone to get that. I just had a really difficult time taking direction when I just had such a clear idea of what I wanted to do. And the way in which I wanted to do it was oftentimes better than what my boss was recommending.

[Guy Raz]

And, Alison, when you graduated, you, I think, pretty much right out of college, went to go work in the oil and gas industry, if I'm not mistaken. Tell me what you did.

[Allison Ellsworth]

Well, when I graduated college in 2009, I didn't want to go, like Stephen was saying, go work for the man or some corporate job making 30,000 a year. So I was like, okay, my dad has these resources. I can go work in oil and gas. And so he did work in oil and gas. And you start off at a really young age making, like 500 bucks a day. Right, Is really good money. You're working seven days a week. You're working from dawn to dusk, though. It's really, really not the easiest job. But for me, the hustle was there, and I love just making money. Honestly, I think that's a big driver of that self starting mentality that just kind of was instilled in for me from a really young age.

[Guy Raz]

I love that you say that because a lot of people are uncomfortable saying that. Right. Because I think there's a perception that saying money was important to me. It sounds like it's greedy, but actually I'm assuming that from your perspective, it's freedom. You didn't grow up with anything.

[Allison Ellsworth]

Yeah, I didn't grow up with a lot of money. Even though my dad had money. I love him to death, but we didn't really reconnect until after college. And so I never knew I didn't have money, but I knew I didn't have as much as everyone else, if that makes sense. So for me it was really big piece was the freedom.

[Guy Raz]

Yeah. And working in the industry, it wasn't like you were working on drilling rigs or. Right. Like you were. Tell me what you were actually doing.

[Allison Ellsworth]

Yeah, so it's kind of similar to what people call as like a landman, obviously as a land woman. But I would go into courthouses in these small towns of about 3,000 people and I would research basically ancestry of where the government or the United States or the state gave land to that settler back in the 1800s. And then I would track that forward and I would just see who owns those minerals. And then you would go and track those people down. You would negotiate with them on whether or not we could drill for oil on your land or do research. Did a lot of surface research and seismic activity and water research. So it's very self starter. No one is actually there with you. So I'd be in this town in the middle of nowhere by myself. And you have to be very on top of it and hit your deadlines.

[Guy Raz]

So you're doing this work and Steven, you don't last that long in the corporate world. But you're in Utah and you. And I guess you eventually go work at a ski and snowboard shop.

[Steven Ellsworth]

Yeah. So I guess it was a sabbatical.

[Guy Raz]

From the corporate world.

[Steven Ellsworth]

When I went to school, I was a good student. I tried to rearrange my schedule so that I could ski as much as possible, snowboard as much as possible. And so I went and was a, you know, a buyer and a manager at this snowboard shop and so got to test out all of the latest gear, got to buy the gear for the shop and ultimately got to do what I was super passionate about.

[Guy Raz]

So this store that you would go eventually work for, this was in Salt Lake City.

[Steven Ellsworth]

It was. It was in Salt Lake City at the Gateway Mall.

[Allison Ellsworth]

And one of the projects when I was working was in Utah. And I happened to be at the mall, walking in to that snowboard shop, and that's where me and Steven met.

[Guy Raz]

What were you doing there?

[Allison Ellsworth]

I actually do enjoy snowboarding as well. Not as hardcore as Stephen. And I went in to buy a backpack. I think I was looking at some bindings. And he was the one that helped me. And I didn't know a single soul. I was living two hours outside the city in a teeny town called Ephraim, Utah. And he said to me, do you. Can I get your number? I would love to take you to ice cream.

[Guy Raz]

Wow. Let's just pause for a sec because, Steven, was that something that you would normally do, like just ask a customer out?

[Steven Ellsworth]

No. So that was. Honestly, it was the first time, and I was actually pretty intentional about not doing that because I felt it sort of broke the professional barrier. But I just couldn't pass up the opportunity. When I saw Alison come in.

[Guy Raz]

I mean, she was looking for a backpack, and what. I mean, it could have just been an ordinary transaction, and we would never even be having this conversation. Like, she would go in, and I.

[Allison Ellsworth]

Didn'T even buy the backpack.

[Steven Ellsworth]

Yeah, I'm a terrible salesperson, honestly.

[Allison Ellsworth]

When he gave me his number and said, do you want to go to ice cream? I thought to myself, obviously, he's probably Mormon. And I grew up Seventh Day Adventist, which is also kind of a stricter religion. And so it's, you know, similar. No drinking and, you know, worshiping.

[Guy Raz]

Very healthy lifestyle also. Right.

[Allison Ellsworth]

Yeah. And no, it was great because I think we had a lot of those similar values. Right.

[Guy Raz]

So that first. So when he first asked you to go for ice cream, that was not. You weren't like, oh, yeah, you were thinking, okay, he's clearly a member of the church because he's not asking me for coffee or for a beer.

[Steven Ellsworth]

Yeah, that's right. I'm from a big, happy Mormon family, and I don't say that cheekily.

[Allison Ellsworth]

Right. You know, you get religion's such a huge piece of dating. And the second we hung out, I realized that he was very different. And it wasn't such a big thing. Like, it just moved really quick. And then we got engaged seven months into it, and just. I don't know. You just. Like, when you know, you know.

[Guy Raz]

Yeah, for sure. All right, so you guys get married in 2014, and I guess, Stephen, you wind up quitting your job at the Snowboard shop and going on the road to work with Alison doing similar work. Like oil and gas work, right?

[Steven Ellsworth]

Correct.

[Guy Raz]

And so where were you guys actually living at this point?

[Allison Ellsworth]

We ended up moving into a teeny motorhome for a few months, and we moved to Wyoming. We're working on all of these different things. And honestly, this is why I started, Poppy, because on that road, I kind.

[Guy Raz]

Of fell ill. Let's back up a little bit. You'd be feeling ill, like stomach issues, digestion. What were your symptoms?

[Allison Ellsworth]

Yeah, I just look back at pictures, and my whole body was inflamed, so red puffiness, my skin, horrible. Acne, horrible. Tummy problems. I was allergic to all perfumes, all makeup shampoos. My eyes would swell shut. Horrible. You're traveling, you don't have access to be able to work out consistently. You're not sleeping consistently. And then you don't have access to good food. And I think that was a huge piece of why I didn't feel good. And going to doctors that just kept writing me off saying, you're fine. Women problems, right?

[Guy Raz]

Yeah. All right, so you guys are working. And Allison, meantime, you're dealing with just this frustration about not feeling well. And I guess at a certain point, maybe you found something online. You started to experiment with apple cider vinegar, like, to take to, I guess, to dilute it in water and see if that would make you feel better.

[Allison Ellsworth]

Yeah, I ended up doing a full elimination diet where I cut out sugar, dairy, gluten, all the things. And then I slowly started introducing those foods back into my diet. And the consistent thing when you're doing that to help with the cleansing, what they call process was drinking apple cider vinegar every day. And so going through that process, it was just life changing. Before I gave up all the food, within two weeks of just having the apple cider vinegar, I felt 50% better. And I just discovered that food can really affect the way that you feel. And the only problem with the apple cider vinegar is it's just a really harsh taste. And so I was putting it in this big, huge thing of water, adding lemon and cayenne pepper to it, and just, like, almost choking it down daily, knowing I had to do. I wasn't, like, looking forward to it. And I just, like, was like, I gotta make this taste better. There just has to be a better way. Yeah.

[Guy Raz]

I mean, I guess we should pause and talk about apple cider vinegar for a moment, because I take it every day, and I take a shot of it and dilute it in, like, 8 to 12 ounces of water. You're not supposed to drink it straight. It's not actually. It's not actually. It's not good for your throat. But there's a lot of research that shows that it does have an impact on insulin sensitivity, which lowers blood sugar. It's a really great. And people. Right. There's. People have been using it for a long time.

[Allison Ellsworth]

Yeah. And at the time, I had no idea about any of the research or anything behind it, other than maybe my grandma told me to take a shot when I was sick. Right.

[Guy Raz]

Yeah.

[Allison Ellsworth]

And growing up, and I just knew. I just felt different. But I was also trying to get Stephen to drink it. I was like, you have to try this. And he's like, you're crazy. I'm not drinking that. And I was like, okay, I'm gonna make it taste better. Like, goal. I will make you try this somehow, some way. But. And creating it, I didn't want to take away from those health properties where I could have just added orange juice or a ton of sugar or a lot of other things. So for me, it was really important to try to keep the sugar really low. And then the ingredients, basically, ingredients that you can love and pronounce and just the ingredients people could know.

[Guy Raz]

All right, so you are. This is having an impact. And like, any time people find something that starts to really help them, they get really passionate about it. Because I've been in this position too. And I'm sure you're just like talking up apple cider vinegar to anybody who would listen. But to some people, they might be like, that's weird. That sounds weird.

[Allison Ellsworth]

You're doing what everyone thought I was weird. I remember I had one neighbor who, she was having some health problems as well. And then she started knocking on my door, and I was making her mason jars of it weekly. It was this thing, I was like, wait, this is interesting. Other people are interested in it. And then soon after that, we went home for Thanksgiving to Texas. And my sister and brother in law and my family, like, everyone's there, and I bring it with me. And I just think everyone's gonna be just as excited as me. And I set it up as like a tasting in the sun room. And the only person that shows up to try it is my brother in law. Nobody else would even try it. They're like, apple cider vinegar, like, no, thank you. I have nothing to do with it. And they all called me crazy.

[Guy Raz]

And. And. All right. And as you're doing this, like, what are. What are some of the other things that you're doing to make it more palatable. Like, I actually love the taste of apples. I buy, like, I buy those giant bottles at Costco. You get, like, three or four, you know.

[Allison Ellsworth]

Yeah.

[Guy Raz]

But it. It sounds like you did not love the taste of it in water, that you were trying to mask it somehow.

[Allison Ellsworth]

I was trying to mask it. And, you know, you're a rarity. Not a lot of people like it. Right. Like, you're a little crazy. No, with. With the process. And I'll be honest, I remember trying all sorts of things. I remember, like, it was yesterday simmering raspberries to make purees. I tried essential oils. But really where we landed on in those early days was I used to infuse the vinegar. So I would get, like, real raspberries, real rose petals, and I would put the vinegar in it, and I'd put it on the table, and it would infuse, so it would take on the flavor of those. And then I would literally use sparkling water, SodaStream, and then the main sweetener at the time, stevia. And some of the first flavors that I made, Honestly, one of them we still have today, which is raspberry rose. I remember doing an orange cinnamon with, like, real cinnamon sticks, lavender, lemons. Right. So really just flavors that I thought would go really well together, and some worked and some didn't.

[Guy Raz]

All right, you're making this. This is like, 2015ish. Tell me how. What even. Cause making it for yourself is one thing, but deciding to pursue this as a business is another thing. And oftentimes, you need outside validation. You need people who are telling you, hey, you have something here. So was that happening? Who was saying that?

[Allison Ellsworth]

Yeah, so I remember going through this. I was really passionate about it. At the same time, I was feeling better. Right. I talked about just the way I personally felt. And both Stephen and I looked at each other. We'd been married for a little bit. We were like, maybe we want to start having a family. And so I remember sitting at the table one night, it was me, my dad, and Steven, and. And we were just like, what are we going to do next? Like, if we want to start a family and we don't want to be on the road, maybe Steven could stay on the road while I'm home. But that nobody wants to live that life either. And my dad goes, why don't you sell your hooch? And I remember him calling it hooch. And it kind of hit us like, wait, could this be a business? It was still a hobby at that point. So we got up and we bought a place. We moved to Dallas. We moved in December and I got pregnant right away in January. It was a lot quicker, but I.

[Steven Ellsworth]

Think, like, it was really interesting as you sort of talk about fate and some of these things that really align. Thankfully, we had a long project that we had been working in Wyoming and the project was sort of winding down. And so Allison was gung ho. She, you know, we finished the project. She didn't go back to work. She started doing this. I found a local job in Dallas to pay the bills. And so this is what I would do during the day and then at nights and on the weekends, Allison and I would work together.

[Allison Ellsworth]

We just started buying equipment. We started maxing the credit cards out pretty early and just kind of putting our life savings into what we just wanted to do. So I remember our guest room, right? I'm like three months pregnant at this point. Our guest room on the bottom floor had like four vats of vinegar that were what, 50 to 100 gallons? So our entire house smells like vinegar. We have upstairs on our main floor, we have a table that we've basically makeshifted this bottling unit together. I mean, I remember like when we first started doing it, it was exploding on the roof of our brand new house. It was this whole thing. And we would literally measure the vinegar with just like these, I don't know, what do you call it, A syringe. And we would put it into them, each one, and we'd measure the exact amount and then we'd fill it with water and then we'd cap it.

[Guy Raz]

Fill what, a bottle?

[Allison Ellsworth]

Yeah, just bottles. At that time we had no labels. We were working through, like, what is the name? What do we call it? What do we want to say? What are our values?

[Guy Raz]

So I just want to understand this. First of all, how did you even learn how to do that? I mean, because, right, there's like a science to it and the ph levels and obviously you trial and error with the exploding bottles. But how did you know what to buy and how to make it? Was it just purely like Google research?

[Steven Ellsworth]

So that's. I'm kind of a science nerd and my brain is really linear. And so I dug into the science of it. And so I had an understanding of what a little bit about fermentation. I was really into kombucha even in college. I think I started drinking kombucha like in 2006. We would brew beer in college. And so I had an idea of like fermentation and sugars and yeast and these other things is what ultimately caused fermentation. And so it was honestly trial and error. We had really rudimentary understanding and we just gave it a whirl.

[Guy Raz]

You would buy. And these are what, like 12 ounce bottles? Like glass bottles.

[Steven Ellsworth]

So a really funny story is we were filling these one by one. The equipment we had was essentially like what the inside of like a soda fountain looks like. You've got this little machine that takes in water. It's got to be at a, you know, temperature. That took a little bit to. To find out. It has to be around 40 degrees in order for like the carbonation or the CO2 to really sort of dissolve within the water solution. And it would shoot out as carbonated water. So think about a more efficient soda stream. And so we were doing this and. And I remember, Allison, we got these bottles. They were square. They were really, they. They looked great. They were amazing. And we put it in there and we sealed it. And, you know, maybe the next day we were taking some photos of it with some fresh fruit around it and start bringing the brand to life. And probably like 10 minutes in, the bottle just blew up and we're like.

[Guy Raz]

From the pressure of the carbonation.

[Steven Ellsworth]

Carbonation, yeah, exactly. And so that's what led us to discover that not all glass bottles can handle carbonation. Can handle carbonation. And so we ended up just getting a standard sort of 12 ounce soda bottle.

[Guy Raz]

So how much initially in that. Those first sort of six months of 2016, would you estimate you invested in equipment? Like, was it that expense, Was it really expensive or was it relatively cheap?

[Steven Ellsworth]

I think it was. It was relatively cheap, looking back. And I think the pallet of bottles was probably the most expensive thing that we bought, but the equipment that we had purchased was maybe a couple thousand dollars.

[Guy Raz]

Yeah, I want to. I mean, how did you. I mean, at that point, you need some money. Did you go around asking people to invest in your business?

[Allison Ellsworth]

Yeah, so I went to my sister, who's always been a really big believer in me, and she ended up giving us $30,000. My dad gave us $30,000. And then we put $30,000 in of our own money. So basically a total of $90,000, which was everything we had.

[Guy Raz]

Yeah. All right, so tell me about the name that you came up with and even the sort of the look of it, because you called it Mother Beverage. Right. So that was the first thing. Tell me about that name.

[Allison Ellsworth]

Yeah, so we named it Mother Beverage after the mother of vinegar. So there's this, like, floaty stuff in the bottom of vinegar. Kombucha has something similar, called the Scoby, but in vinegar, it's called the mother of vinegar. A lot of people are like, oh, it's because you're a mother yourself. No, not really. But we do love calling it mother beverage at the time.

[Guy Raz]

All right, so you. By the summer of 2016, you are ready, or I guess maybe even earlier than that, you're ready to kind of debut this at a farmer's market in Dallas. And tell me, Alison, what was the plan? I mean, you would just set up a table and put them there. And what was the. What was. What were you selling people? What was the promise that you were making that it was going to make them feel better? Like it made you feel better?

[Allison Ellsworth]

Yeah, I think a little bit of that. But the beauty of apple cider vinegar is almost everybody's heard of it. There's not a lot of education around that as an ingredient. So people see it, they've either tried it, someone's told them they need to drink it, or they drank it for years, and they do it every single day, like you. So they, like, immediately got why we were doing it. And so I didn't really have to sell, like, my story. It just was an easier way to consume apple cider vinegar. And people just related to it and got it right away.

[Steven Ellsworth]

Yeah, yeah. And you keep on talking about this plan. There wasn't really a plan. It was just one foot in front of the other. And this is also at the time where Kombucha is on the rise. And so as we think about sort of of marketing or positioning ourselves adjacent to Kombucha, it was a beverage or a product that had similar attributes to Kombucha, but with less sugar.

[Guy Raz]

Right. Like a sort of a soury taste that people were already kind of used to. So when you put, like, you set up a table at the farmer's market in Dallas, I mean, who was buying it? I mean, was it just curious people who were like, I'll try this, or what? Like, who were they?

[Allison Ellsworth]

The farmer's market is a place of discovery that people are more willing to just try things that they typically wouldn't do. I think that people going there are seeking those type of products. So some people absolutely did not get it, and they thought we were crazy and they didn't buy. And then we get the people immediately got it. And I will say we were selling out, like, every week we would make it, we would sell out the next week. We'd make, you know, that and a half. We would sell out. So we were like, okay, something's working.

[Guy Raz]

And how much was a bottle?

[Allison Ellsworth]

It was pretty expensive. It was $4 a bottle.

[Steven Ellsworth]

$4 a bottle? $3.99.

[Allison Ellsworth]

$3.99 a bottle.

[Guy Raz]

I mean, how quickly? Because a farmer's market was once a week, Right.

[Allison Ellsworth]

I'm assuming every Saturday.

[Guy Raz]

All right, tell me the story. A Whole Foods buyer. Whole Foods, based out of Austin, initially started in Austin, now, of course. And a buyer comes to the farmer's market.

[Allison Ellsworth]

Kelly Landrieu.

[Guy Raz]

What does she say to you? Does she say, I mean, was it at that moment where she says, would you guys be interested in coming to Whole Foods?

[Allison Ellsworth]

Yeah. And it's not as simple as that. Right. She gave us her card and said, there's nothing like this in Whole Foods. You guys have to be in Whole Foods. But we didn't have good labels. We didn't really have nutritionals and done the testing to where you have to be at the level to be in a grocery store. 1. You can't make it in your house to be in a grocery store. So we thought, oh, my gosh, we got this card. We made it. Little did we know we weren't even on shelf till 10 months later.

[Guy Raz]

Yeah. And she was. She was. She was offering you what, one Whole Foods or two Whole Foods or what?

[Allison Ellsworth]

No, we.

[Steven Ellsworth]

We thought it was national Whole Foods.

[Guy Raz]

She was offering you a few Whole Foods stores.

[Allison Ellsworth]

We didn't even get into the planogram. So we. From the moment we got the card from her, we at that point went and got a lease. We opened up our own manufacturing facility, thinking we were going to be nationwide Whole Foods. For them to say, no, no, no, no, you don't even have Dallas. We've given you a license to go hunt for it. And what that means is you actually now have to go store to store and sell in your product to every single store at that time. And it was 14 Whole Foods, Dallas Fort Worth. And so we went all in thinking, oh, my gosh, we've made it. We're going to get all this. Little did we know we didn't get anything, and we still had a lot of work to do.

[Guy Raz]

While we come back in just a moment, Alison and Steven are told that their branding totally sucks. Stay with us. I'm Guy Raz, and you're listening to How I Built this. If you've been listening to the show these last couple of episodes, you've probably heard me mention the Airbnb original experience that I'm hosting and I'm so excited to have a chance to connect with listeners in a completely new way. It's called the Reinvention Lab, and it's designed to help you think about how to unlock your next big move in your career or even in your life. I'll help you discover your own story in ways I do on this show with my guests and attendees will get a chance to take a deeper dive with me on so many lessons I've learned from this show, lessons that have transformed how I work and think about the future. All proceeds from the event will go to support the Ronald McDonald houses that helps families stay near their children who are being treated at nearby hospitals. It's going to be really fun and I can't wait to meet you. So come join me in San Francisco and take your idea to the next level. To grab your spot, visit airbnb.com guy it's going to be great. Ever had one of those afternoons where your brain just quits on you? You're sluggish, hangry, maybe even a little foggy? What if it's your glucose? See, glucose is an energy currency for your mind and body. When it's stable, you're on point. When it crashes, so can you. That's why Lingo is so interesting. Lingo is a glucose wearable designed to help you connect the dots between your glucose and what you eat, how you move and how you feel. It shows your glucose data in real time. Instead of guessing, you see the impact of your choices. Maybe that healthy snack is actually sending your glucose on a roller coaster. Or that afternoon walk is the perfect stabilizer. It's about unlocking your consistent best all day long by truly understanding your body's unique responses. Get to know your glucose and learn about how to build healthy habits that work for you with Lingo. Designed for you by Abbott through November 30th. Use code GUY10 on HeloLingo.com to get 10% off a lingo plan. Purchase one use per customer. This offer cannot be combined with other offers, US Puerto Rico and UK only. The Lingo Glucose system is for users 18 years and older not on insulin. It is not intended for diagnosis of diseases, including including diabetes. Individual responses may vary. We all have moments when we could have done better. Like cutting your own hair. Yikes. Or forgetting sunscreen so now you look like a tomato. Ouch. Could have done better. Same goes for where you invest. Level up and invest smarter with Schwab. Get market insights, education and human help when you need it. Learn [e-mail] hey, welcome back to How I Built this. I'm Guy Raz. So it's around 2016, and a buyer at Whole Foods has encouraged Stephen and Allison to ramp up production of Mother Beverage. And you'd think that they'd find a bottling plant to partner with, but they don't. They end up renting their own warehouse because no co packer wants to work with them.

[Steven Ellsworth]

So there was one big hurdle. We were totally unpasteurized. We wanted to have raw, unfiltered apple cider vinegar in our product. And so there's many reasons why co manufacturers don't want to do that. There's many reasons why even craft breweries who were smaller and were more willing to maybe do something at a smaller scale for us were unwilling to do it. But raw, unfiltered apple cider vinegar, unfiltered, you've got the floaty stuff in there, so it can get in their lines. It could potentially contaminate other products of theirs. The raw factor, it's got Acetobacter in there. And so that can cause their beers to sour. That can cause other issues in other products, as I mentioned. And so being unpasteurized, being raw, and being unfiltered, there just weren't co manufacturers that were honestly willing to take us on and take that risk.

[Guy Raz]

But really, for this first initial run at Whole Foods, maybe even the first year or so, this all being made by hand, basically correct. You were like, pouring vinegar into vats and what, Pouring fruits into the vats. Tell me about the process of working in the warehouse.

[Steven Ellsworth]

It was kind of crazy. I remember being on the bottling line, and it's really difficult to bottle a carbonated drink. It seems like such an easy thing. But if you think about it, you go to the soda fountain, what happens? You pour it in your cup, it bubbles, foams over. It goes everywhere. And so we were just like. We were racking our brains, like, how does this happen? And it was really interesting. It was probably one of the most frustrating sort of experiences and journeys for me to get the carbonated product into the bottle without it foaming over in a timely manner.

[Guy Raz]

Yeah. How? I mean, how were you doing that? It was like a soda fountain. Like, you go to a burger place and you've got your soda fountain and you just put your cup under it. Was it a version of that?

[Allison Ellsworth]

But with bottles, we got like a forehead filler, right? Like a professional forehead filler where you put all of the glass bottles Underneath it, supposed to suction it so tight that you fill it and the air doesn't get in. It's supposed to fill.

[Guy Raz]

And you had that?

[Allison Ellsworth]

We did. We bought. We had two of those. So we could do eight bottles at a time. We had two lines set up, and we would just try to figure out a way to get this. But it would work for like 20 minutes and then not work for three hours. And we would be there for hours just filling product to maybe get, you know, a couple hundred bottles out the door. It was. It wasn't scalable. Even I would say that was the hardest part of the business was the filling, the making it, the manufacture, you know, the steeping, the quote unquote syrup was the easiest part of it.

[Guy Raz]

All right, you're sort of working on this for many, many months, and now it's time to go into Whole Foods. And did you start with just one Whole Foods in Dallas?

[Steven Ellsworth]

So we were able to sell them in. I think we got into maybe eight.

[Guy Raz]

Of the stores from the beginning.

[Allison Ellsworth]

Correct. But the beauty of getting into Whole Foods opened up a whole other avenue on the distribution side. So you can't just self distribute to someone like a Whole Foods. So it opened up Unifi, which then opened up other.

[Guy Raz]

Unifi is a distributor. And they required you to work with a distributor like Unifi.

[Allison Ellsworth]

Yeah. And it's hard to even get into them. It's like the chicken or the egg, like get into unifi. If you don't have a retailer. If you don't have a retailer, you can't get in. So it was kind of nice for us right from the beginning to kind of have Whole Foods that they took us. But then that opened it up to be able to get into other accounts around the Dallas area. So we got into the royal blues of the world, which is like a Dallas grocery store. We were able to get into some natural grocers and, you know, just local sandwich shops. And so we. We had a good presence in Dallas, not just the eight to 14 Whole Foods.

[Guy Raz]

And when you were in. Okay, so when you started out Whole Foods, right, You've got a distributor because that's part of the requirement. How did you then get people to be aware of it? Would you go in? I mean, by the way, you're also. The two of you also have a baby, a brand new baby at home. So tell me what you were doing. You were going in and setting up a table and just asking people if they wanted to try this new product.

[Steven Ellsworth]

Anything, Anything.

[Allison Ellsworth]

Honestly, we Were doing Instagram posts, gaining followers. I think we had like 10,000 followers on Instagram. We had a little website. We were selling the product on our website as well, which was really difficult. If you think of how do you ship glass bottles that are liquid through the mail? We did that. I mean, it was just like anything and everything. But we didn't do any paid media or have any know how to do anything like that.

[Steven Ellsworth]

We also had no money.

[Allison Ellsworth]

Yeah.

[Guy Raz]

How about employees, Steven? I mean. I mean, both of you guys are running this business together and then. But I have to assume you could physically do everything and load the bottles into the car, into the cases and all this stuff. Like, did you hire temporary people or did you start to hire, like full time people to help?

[Steven Ellsworth]

Yeah, so we had. Yes, we started to hire folks that would manage the farmer's market stands on the weekend. And then I hired a crew of maybe six or seven sort of production members. Most of them were 1099. There was a few W2 employees, but they would do everything. So they would come in. We would probably work 9 to 12 hour shifts, 5 days a week, but.

[Allison Ellsworth]

We weren't paying ourselves. So keep in mind, quote, unquote, yes, we quit our jobs, But Steven found a job that he could do at night to pay our mortgage. So he was still working a second job basically, this whole time.

[Steven Ellsworth]

Yeah. It was really what allowed us to reinvest everything that we were making at the time.

[Guy Raz]

All right, this just sounds like a crazy life, right, because you are trying to expand the business, you're trying to get people to buy the product. How was it doing? I mean, was it a hit at Whole Foods? I mean, hit is a relative term. Right. Because, you know, you know, it's not like all of a sudden, you know, there's a windfall of cash. But was it successful more or less at Whole Foods right away?

[Steven Ellsworth]

Yeah, I honestly think we had some really great traction. Right. It wasn't at this massive scale, but every week, every month, our sales would continue to increase. We would get more notoriety. We'd get better shelf placement in Whole Foods. We would move from the dry shelf to the grab and go coolers at the front, or we would get an end cap or something like that. And so we were starting to really see that progress. And people started to notice. So much so that there was a segment called Shaping. DFW and ABC actually reached out to us. They said, I love what you guys are doing. I really think that you guys are in the forefront. You're helping to really Shape this new wave in dfw, Dallas Fort Worth area of better for you sort of health and wellness.

[Guy Raz]

Like a local tv, like news channel.

[Allison Ellsworth]

Yeah, it was a seven minute segment. Honestly, that was a really beautiful piece for us to be able to take that and say, hey, this is going to be on the networks. Give us more shelf space, give us more Whole Foods. Right. And so I think the category review was coming up and they had basically accepted us into more of quote, unquote, Whole Foods. What would be called like a global rollout where each individual region has to accept you. And I think we ended up getting into seven regions across the US So obviously something was working and this was like the next step where we're like, okay, we're going to go into nationwide. We need money. And so we kind of were looking at each other like, we need to figure out manufacturing, we need money. It was crazy.

[Guy Raz]

What kind of sales were you doing in the first year? Like over half a million dollars.

[Steven Ellsworth]

I wouldn't say it was that much. I think when we, when we went into Shark Tank, I think it was we had done about a half a million dollars in revenue in the previous, I don't know, 12 to 18 months, something like that. So we were putting together like, you know, a couple hundred thousand dollars.

[Guy Raz]

All right, so the product really launches in 2016. And I want to talk about Shark Tank because this happens. Your episode appears in 2018. I don't know when you filmed it, but tell me about the Shark Tank strategy, because clearly this was a strategy to get a 10 attention and maybe to attract some investment and to kind of supercharge the brand. How did that, Was it a conversation that the two of you had that you thought, hey, let's, let's try our hand at Shark Tank?

[Allison Ellsworth]

No, we actually had someone approach us who was a fan of the brand, wanted to invest and it was. He was going to give us around $200,000 and had no resources. He didn't know anything about CPG. He had no employees, no retailer connections, nothing. And it just didn't quite sit right with me and Steven.

[Guy Raz]

And he just had, he just had the money.

[Allison Ellsworth]

He just had money. And I think like, as any entrepreneur, the, the saying of like, don't take dumb money was always something I think most people know. Right. That's not anything new. And I was on my phone, I think like two days later after him offering this money, and I saw Shark Tank was coming to town and they had open casting calls in three days. So we went and stood in line Amongst hundreds of other people, it was an eight hour ordeal and we just pitched our hearts out. And immediately after pitching our product, which you only get two minutes to pitch, elevator pitch, they were like, this is a fantastic product. You guys are definitely gonna make it to the next step. And then it goes dark and you're like, we're gonna make it on Shark Tank. And then you don't hear anything for a few weeks and then they're like, oh, hey, fill out this paperwork. And then they go dark. And it's just like a very long process. But at that point, even thought of getting on Shark Tank, we did tell that other investor, hey, we have to see this through and see if we can get a deal on Shark Tank. And so we said no to him.

[Guy Raz]

And so you find out that you are going to go to LA and appear on Shark Tank. And usually the way it works, based on conversations we've had on this show with other people who've been on it, is that you film it and then a few months later it airs and you're not always sure whether you're going to be on it. I mean, usually they kind of give you a heads up that you're going to make it on, but they do cut people out, I guess. 2018, you both fly out to LA to film your episode.

[Allison Ellsworth]

So I was pregnant with our second, I was three months pregnant with our second when we did that elevator pitch. And then it basically took six months for us to go through that process for them to finally say, hey, you guys are going to be on Shark Tank. So I ended up being nine months pregnant on Shark Tank. And the thing is, they wanted us to be matched up with a certain shark. Right? The end of the day, the show wants you to be successful, they want you to get a deal. And so through the ups and downs and learning through all that, we fly out to LA the night before, they tell us who our Sharks are and then we go in the next day and we pitch.

[Guy Raz]

So you go on. I know that you don't normally meet the Sharks until the, the screen opens and you walk on stage and you start pitching. And one of the Sharks was a guest shark, Rohan Oza, who had been involved in branding around Coke for Coca Cola products. And he was involved in Bai and he'd been involved in other, I think vitamin water. I can't remember exactly what. Tell me a little bit about. So you make the pitch and people can see it and were they. Did you feel like sometimes they're not always so nice? Did you Feel like they were nice to you guys?

[Allison Ellsworth]

No, no. Mr. Wonderful called us an apple cider vinegar roach. They didn't get that we were an apple cider vinegar drink. Like, what were we doing? Who are we? Someone else that was on was Bethany Frankel, who kind of has some beverage experience as well. And we were really excited about her, even though she was screaming at us the whole time because we made her take a shot of apple cider vinegar, and she wasn't too happy about it.

[Guy Raz]

And they didn't like it?

[Allison Ellsworth]

No, they don't like it. Beverage is also very difficult. It's very capital intensive. You don't. If you don't know how that world works, it's hard to find the right investor. And honestly, the right investor for us was Rohan Oza.

[Guy Raz]

Was it clear to you right away that he was. He was interested, that his questions were different from the others?

[Steven Ellsworth]

You know, it's hard to track that on whether or not he was asking serious questions. But I also know, sort of looking back, he was definitely playing it cool, right? He was definitely not trying to show his cards. He leaned in and he was basically like, you know, the product is great. You know, he's like, I'm interested in this thing, but he's like, it's gonna cost you a lot more than what you're asking for.

[Guy Raz]

What were you guys hoping for?

[Steven Ellsworth]

I think we initially went in there asking for $400,000 in exchange for 10% of the business.

[Guy Raz]

So you were valuing your business at $4 million?

[Steven Ellsworth]

We knew it was high, but, I mean, we had worked with the producers to basically say, hey, listen, you can't go in asking for the number that you think you're going to get. You got to start a little high. And so ultimately, I think it was. We ultimately landed on what I think was a fair valuation and definitely gave Rohan enough skin in the game to be energized and excited about being helpful.

[Allison Ellsworth]

So, looking back, that's not normal to walk in and ask for that amount of money. Usually people ask for 50, 100,000, 200,000. It's a lot easier for a deal to get done. So us walking in asking for $400,000 is quite high. And so he did come up to the 25%. And I'll be honest, we looked at each other and we immediately said yes, because we just knew he was the right partner for us to really take it to the next level.

[Guy Raz]

So when he offers you four grand for 25% of the company, but the other thing, I guess, is that Rohan says to you guys, hey, you need a complete overhaul, a complete rebrand. Tell me about what he said to you and how you reacted to that initially.

[Allison Ellsworth]

He basically said, look, you have a fantastic story, you have a fantastic product, but your branding is shit. And honestly, it didn't offend us because we knew we had spent so much time on the product, we'd never thought about the brand or the marketing piece of it. And it was such a piece that we were so desperate to kind of figure out that we were like, yep, let's do it. We. We were like, let's change the name. Let's do the whole rebrand. We were so here for it.

[Guy Raz]

And what did he say needed to change.

[Allison Ellsworth]

Everything, but we were okay with that because we had already decided that we were going to change everything. We wanted to change the name, the positioning. At this point, it was apple cider vinegar drink. And he was like, no, this is so much bigger. This is soda. And at the time, we were like, well, we don't know for soda. Like, that's a big word to, like, chew on. That's a huge category. So let's play in this functional soda space, which is like a whole new category that no one had really been able to figure out. And Kombucha had tried to take on soda. Sparkling water had tried to be an alternative to soda. No one had quite figured out this disruptive soda space. Right. And so we're like, let's play adjacent to soda and be better for you soda. So we took about nine months, and we did a huge branding exercise. Like, what is if we're a car, what kind of car are we if we're a girl at the party, Are we the cool girl? Are we the girl dancing on the table? What is the personality behind us? Are we approachable? Are we funny? So we did all of this work. It was me, Steven, Rohan, and Rohan's partner, Stevie, and it was just us four for about nine months. What are we changing the name to? We landed on Poppy, which is a play off of Soda Pop. We weren't sure if we were going to do white cans or colored cans, right. Because white creates this healthy halo, it's clean girl aesthetic. It's. It's. It's, you know, clean and fresh, whereas color kind of screams flavor, it screams fun. And we wanted to approach health and wellness from a fun lens versus a niche, better for you lens. It's probably one of the bigger disagreements at the beginning. Me and Rohan were leaning more on the white side because I was Like a purist. And then Stevie and Steven wanted to do colored cans. We ended up printing the cans and we took them to the grocery store and we placed them on the shelf and we stood back and we were like, which one looks best? And hands down, I will say I was wrong. Colored cans were the way to go. It just popped off the shelf. And no one was doing better for you with color at the time.

[Guy Raz]

Okay, I want to get to that. But in this long period of time, between the time you signed an agreement, got Rohan on as an investor, and you relaunched it, you were still selling Mother Beverage. And. And I'm assuming when the Shark Tank episode came out, there was a lot of interest in Mother Beverage.

[Steven Ellsworth]

We did have a spike, but on the back end, we started to do road shows at Sam's Club. The business continued to grow, so we really had to do both. We had to rebrand, reposition, do all of that great work while sort of keeping the core business in steady state. We still had bills to pay. We still had a warehouse. We still had overhead.

[Allison Ellsworth]

Well, we went through all of that stuff of Whole Foods had taken mother from the 14 Dallas Whole Foods. We were in the local shops now. They've accepted Mother Beverage into seven regions of Whole Foods. So then we basically had to go back and say, just kidding, we're changing the name, we're changing the packaging. Will you guys still take this? And so there was a lot of risk to that, to basically have the grocery store that kind of give you your start saying, like, we love what we did, but we're going to give you guys something completely new. And then we realized, like, if we're going to call ourselves soda, we can no longer be in glass bottles. We 100% have to be in 12 ounce soda cans. And so we had these manufacturers set up and basically what. We were like two days away from our renewal and you had to call them and basically cancel the whole po. It was. It was quite a crazy.

[Guy Raz]

For the glass bottles.

[Allison Ellsworth]

Yeah, yeah.

[Steven Ellsworth]

We ultimately decided to go 12 ounce soda cans, colored labels. But the tricky part about that was, is we had a national sprouts rollout. We had a, you know, almost national rollout at Whole Foods with no manufacturing. So we basically had six weeks worth of inventory to basically sell through our Mother Beverage, keep our current customers happy while setting up a new supply chain with new co manufacturers, learning that whole thing within six weeks to get ready for a launch.

[Guy Raz]

When we come back in just a moment, Poppy's big launch in March of 2020 is completely derailed. Stay with us. I'm Guy Raz, and you're listening to how I built this. Shopping for eggs should be simple. A happy hen makes a happy egg. And that's why eggs from Happy Egg are so delicious. Happy Egg partners with family farms across the Midwest to raise happy hens outdoors. The proof is inside the shell, a tasty orange yolk. It's the difference you can see and taste. I just made an incredible omelet with eggs from Happy Egg. It was delicious and so fresh. Once you crack open a happy egg, you can see and taste the difference right away. It's obvious. Visit www.happyegg.com. built to find Happy Egg near you. If you've started your own business, you know just how many challenges there are, big and small. I mean, look at how I built this. A lot of trials, late nights, very, very early mornings. But even though there were challenges getting started, there is something that makes setting up a new business easier. Getting connected with AT&T business. It doesn't matter what your business is dealing with, AT&T business helps to make it much, much easier. And that's the point of a provider in the first place, making building your dream easier. Wake up to the power of AT&T business. [e-mail] that's business.att.com hey, welcome back to How I Built this. I'm Guy Raz. So It's March of 2020, and Mother Beverage is rebranded as Poppy, and it's ready for its maiden voyage at one of the the biggest trade shows in the country, Expo west in Anaheim, California.

[Allison Ellsworth]

We were using this tentpole event as being our launch, right? So we had spent a lot of our money on, I think, like, almost $90,000 on building a booth. You know, you have to pay for the space. You have to get product out there. It was like our big bet to come out and, like, meet retailers and really put Poppy at the forefront of everyone's mind. And we ship out to Anaheim, and we are one of the brands out there. Half of the people don't show up because I think on our flight to ANAHEIM, There was 10 cases in the U.S. and we're like, oh, this is going to blow over in a week. We've put a year into this. And years passed with Mother. We're doing this, and so we get out there. And then a day into it, they canceled the entire thing. And at that moment, it was just, just so devastating for us because we're like, oh, goodness, this was our moment. Where do we Go from here, we pack up the booth, we get back on our flight. And on our flight home, there was hundreds of cases. Right. It just had escalated really quickly within Covid. And we were so thankful that we had loaded in a ton of product into Amazon. Grocery stores basically told us, we're not going to cut you in. We're more concerned with putting toilet paper on the shelf. So we kind of just focused on Amazon. We didn't do anything on our own website for the first little bit. And it was the first time everyone in the world was thinking about their health and wellness. They were thinking, hey, how can I pantry load on things that are shelf stable and that they taste good. And so we just really leaned into that thinking for the first time, first month and a half of business before everyone kind of started figuring out this whole Covid thing.

[Guy Raz]

But I mean, imagine initially you were really nervous, you were worried.

[Steven Ellsworth]

We were devastated. And I think Allison and I were talking about this. I think one of the entrepreneurs are slightly delusional. Right. Maybe we don't have. We're delusional optimists. And so I think it was. We were in a good position because we didn't have a ton of overhead, we didn't have a ton of employees to support. We were a really lean team and we were growing. Right. And so we didn't have a ton of things to support. And so it really left us in this opportunistic situation where we were able to be agile and disruptive in our approach to market and how we interacted with consumers. It was a lot of pressure, but it honestly forced us to think really outside of the box.

[Guy Raz]

All right, so there's an update on Shark Tank, I think that airs in April of 2020. Just kind of an update on what's going on with your brand and that I think instantly you get a boost. Right. And on most of your sales at this point are through Amazon direct to consumer.

[Allison Ellsworth]

Yeah. So we were mostly on Amazon. And then in April, grocery store shelves were starting to do the load ins had gotten their feet underneath them. We were kind of starting to hit the retail shelves. And we had filmed an update on Shark Tank about Poppy and the brand. And it aired Friday night, second week of April, and it just blew up. So we hit number one on Amazon's hot new product list. We're doing like 3,000 on Amazon quickly over the next few months, doing 250,000 on Amazon a month. It just like absolutely blew up our business. And really, it was really eye opening for us to have A National Commercial.

[Guy Raz]

Month 2, basically, National Commercial is the Shark Tank.

[Allison Ellsworth]

Shark Tank. A free commercial, basically.

[Steven Ellsworth]

So this was really the big spike in our business. And as Alison said, we were thankful that we had onboarded Amazon. We had shipped in what we thought was a lot of product into Amazon. I think we honestly sold out of that in the first couple hours after it launched.

[Guy Raz]

Tell me about. And we've heard this before, which is a Shark Tank episode can really boost sales, but then it can slow down, then things can slow down and people stop ordering. I think for you guys, what really helped in some ways because it's still Covid and people are still not, you know, people are going to grocery stores, but not, you know, it was a different experience. I think for you guys, social media really became a lifeline, especially TikTok. Tell me a little bit about how you started to use TikTok and. Yeah, how that began and how did. How you used it.

[Allison Ellsworth]

Well, for us at that point, I remember at the update, Shark Tank, there were some TikTokers dancing in the Whole Foods that we were filming in. And some. One of them grabbed my phone and downloaded TikTok on my phone. And I remember getting on it and playing with it, and it really was no brands. No brands were on TikTok at this time. A lot of people were introduced to it through Covid and kind of were bored at home and started creating. So it was like this creator platform. And I just, in my head kept thinking, there has to be a way to market to people on here. There's hundreds of thousands of people now, you know, millions on there. And it's free marketing. So I remember being like, you guys, TikTok's the next wild, wild west. We gotta do it. Rohan and Stevie, including, like, Steven, he was like, I don't know, sure. Like no one really got it. And I just was like, okay, I'm gonna get on. I'm gonna spend my nights and my weekends and I'm just gonna start posting. So I started doing recipe videos. I was dancing. I was doing transition. I had my kids running around in it. I made Stephen B. And him with me, and I was just trying literally anything. And honestly, one night I sat down on the couch and I just told my story. I did it in one minute or less. Of started this in my kitchen, got a deal on Shark Tank. It's five grams of sugar. It's apple cider vinegar. It's this da, da, da. And I posted it, went to bed, and when we woke up, we had sold $100,000 on Amazon that night. And everyone started calling, where did this spike come from? And no one thought to look to TikTok. And so I was like, you guys, we went viral on TikTok. And then everyone's eyes were open from that moment.

[Guy Raz]

That's amazing. I mean, the growth of the, of the product really just kind of, kind of explodes after, after the launch, the rebrand and launch in 2020. By 2023, it's 100 million in sales. And then it's like the next year, I think it's 500 million in sales. I'm curious, were you thinking that regular soda was your competition or did you think that sort of better for you drinks or less sugar, lower in sugar drinks were your. Your. Your com. Your competition?

[Allison Ellsworth]

Look, I think we created a brand new category. So when we had Poppy going to grocery stores, they didn't know where to put us. So in the early days, they put us next to sparkling water. They put us in the enhanced water set next to the buys and the vitamin waters and the coconut waters. You know, just a little bit of a higher price point. Because if you were to put us at that point with a product that was kind of not quite proven, not a lot of consumers knew about it, and you put us a $2.50$ can next to a 99 cent soda can, there would have been a disconnect. So for the first few years, we worked with the retailers figuring out what is Poppy and what category does it live in. Even though on our end we always knew our mission was to revolutionize soda for the next generation. And so as we grew, as our awareness grew, we slowly started to carve out the space within the soda sets. And now we have an entire new set called the modern soda set in retail and in grocery stores that did not exist five years ago.

[Steven Ellsworth]

Yeah, and I think it's really interesting. It goes all the way back to the positioning work. We were the first ones in the functional, you know, sort of modern soda to actually call ourselves a soda. We called ourselves a prebiotic soda. We were the first ones. And at that point in time, it was crazy because soda was at the pinnacle of a dirty word, right? It was sparkling water. It was like, ooh, who drinks soda? Like, that's so bad for you. Like, why would you ever do that? So it was really a bold decision for us to put prebiotic soda on the front of the pack. And as Allison said, I think it was just building year after year, month after month, as we gained a bigger audience.

[Guy Raz]

I'm curious I mean, better for you is a tricky word because a lot of people clean and other terms that are not sort of technically legally defined, but obviously poppy has considerably less sugar than a can of coke. Right? Can of Coke has what, 25, 30 grams of sugar, maybe more poppy on average, I think it's 5 grams of sugar and it's got a little bit of 2 grams of fiber. How would you identify the people who were buying it? Were they buying it because they felt like it was healthier, or were they buying it because they liked the taste? Or, like, what did you start to find out, like, about the people buying it? Were they buying it for its perceived functional benefits or for completely different reasons?

[Allison Ellsworth]

Well, basically we were able to lean into the brand versus, hey, drink this because it's better for you. Nobody likes to be told to do that. We were intentional with the consumer journey. We wanted someone to see the can and be like that. That's so cute. We wanted them to sip it and say, wow, this tastes amazing. And then we wanted them to flip around and read the nutritional and say, whoa, this is better for me too.

[Guy Raz]

So when did it start to become clear to you guys that, you know, and I'm assuming when, you know, when Rohan got involved, part of the conversation was, well, there's got to be an exit here, right? Maybe it's an acquisition or we go public or something like that. And I imagine that once you hit 500 million, maybe even once you hit 100 million in sales, you start to get interest in potential acquirers.

[Steven Ellsworth]

Yeah, I think we've had one of the fastest journeys in beverage history. We grew triple digits year over year until we sold. Once we rebranded from Poppy, I think that we were in a really interesting period of time. We were operating in a Covid supply chain. You know, cans now cost 11 cents. We were paying 40 cents for a can. During COVID we were shipping containers of essentially air empty aluminum cans all the way from China just so we could fulfill the demand. And so I really think that that was when, you know, we thought that we had something as far as an acquisition goes. But I think every year we just continued to see the business more than double.

[Allison Ellsworth]

I mean, honestly, from day one, we knew we were gonna sell. So, like, let's be real. So basically, in the world of beverage and in particular soda, you have two avenues. You can sell to a big strategic or you can go ipo. Well, IPO is great, but you don't gain distribution part partner like Pepsi. So for us, we let me just give you an Example, we are the official soda of the Lakers and we're not allowed to be sold in that stadium because of contracts. So now us getting bought by Pepsi, which is incredible. We now can go from 50,000 locations to 350,000 locations. Right.

[Guy Raz]

Because they have massive distribution. I think it's not a secret. Pepsi acquired poppy in March 2025 for almost $2 billion, which was just incredible. I mean, we, you know, between the time you launched In March of 2025, it was essentially five years.

[Allison Ellsworth]

Correct. And it's interesting, when we first started out, it was just us and our story and Poppy for the first few years. And then a really big tipping point for us was doing our first super bowl ad where we really gained that cusp of. We said we were a soda, the future of sodas. Now we kind of put like lag in the ground in our ad. We said soda 17 times and that we were the future of soda. And after coming out of that, our awareness tripled overnight. We started getting some interest from the strategics, which was always the goal. And we kind of like went from mom and pop brand to challenger brand to establish brand, which is really. And we did it really quick, to your point, in five years, which is absolutely unheard of.

[Steven Ellsworth]

You know, we thought we were going to double the business from 22 to 23, and instead we forexed the business. And in large part it was because of the super bowl ad. We planted our flag and we said, we're soda. And we had also been seeing that with how consumers were repeat purchasing the products and the retention that we had. But it was really like our big coming out moment.

[Guy Raz]

When Pepsi approached you with such a, I mean, approached the company with such a huge offer. I mean, it must have just been mind blowing to imagine that that was going to be the outcome.

[Allison Ellsworth]

Honestly, when you go through these things a lot of people don't know is you spend over a year, you meet them, it's almost like a dating process. It's not like they just give you an offer and like two days later you say, yes, let's do this. And their motto, which consistently is what we're still hearing, is let Poppy be Poppy. And I think as a founder, one of your biggest fears going through that is that the brand will lose itself or it'll change. Like, I have all those fears. Our consumers have all those fears. And Pepsi just, I feel like the big strategics, they've done it wrong before and they didn't want to do it wrong with Poppy. And so we just kind of like, got that from them. And so it was stress. I've never felt sad, happy, stressed, excited, like, all within the same day, multiple days in a row for weeks. Right. It does, like, a toll on your body. Definitely going through something like this.

[Guy Raz]

I'm curious, as you were building the business, right, in the early days, you were a couple. Right. And a lot of times on this show, I've asked people, would you work with your partner? And there are different kinds of responses, but I would say, and I work with my wife, but I would say a lot of people say, I'll never work with my partner. I can't. You know, it's too complicated. I mean, were there ever moments where your business relationship created tension, or do you think just your personalities are just naturally matched to make the business side work too?

[Allison Ellsworth]

Early on when. So, okay, early on, when we were really early in mother beverage days, and it was really hard with working multiple jobs, having a family, well, scaling a business. I remember I used to get really upset when Steven wouldn't take time out of the day to get me flowers or why do I not get chocolate on Valentine's Day? And we finally sat down one day, and it was just like, we got to pick, right? Is it marriage, kids, or the business? And what do we like? We. This is killing us. And I honestly, at that moment, we looked at each other and said, our marriage is great. We love each other. We want to be partners. Let's focus on the kids in business and just know that we're good. And once we kind of let go of that expectation, a lot of the pressure went away. So then when he did get me flowers, it was extra special. It wasn't because of a holiday. And so that was really early on, and just, like, understanding that it was okay and that just to show up where we could. And I wouldn't do it again without him.

[Steven Ellsworth]

Yeah, absolutely. Would. Would do it. Would do it over again. I think the biggest thing about Allison and I think why we work is because we're 100% committed at all times. It was really hard. Like I said, there was dark days. We didn't have money like, we didn't have. We were technically unemployed. We weren't paying ourselves a salary. We didn't have health insurance. And I think that we've done the best that we could and still very much in love with Alison and very much excited to do this in the future together again.

[Guy Raz]

When you think about the journey you took, and this really started in 2016, and here we are, 2025, and really started in 2020 rebranded, and it's been a massive success. I mean, how much of that and your journey do you attribute to the work and the grind and how much do you think had to do with luck and timing and circumstances, people being open to this product today?

[Steven Ellsworth]

Stephen, there's a quote that's always top of mind for me. The harder I work, the luckier I get. And so I really think it was a recipe that required all of it. Timing, luck, hard work, grit, passion, intensity. It required all of those elements.

[Allison Ellsworth]

Yeah. And for me, I really struggle with saying it was luck because we worked really hard. I do think there were a lot of doors that opened that maybe a lot of people would say were really lucky. But I just know all the hard work that went into that, I think it was us knowing where to push, where to take the help and kind of where to step back was a really big piece in allowing other people to come in and help. Right. I think that it's a lot bigger. Like Stephen said of this once in a lifetime generational brand, not a lot of people can say that they created a product that our kids and grandkids are going to know as soda. And I just think that's just so much bigger and cooler than saying we got lucky.

[Guy Raz]

That's Allison and Steven Ellsworth, the co founders of Poppy. By the way, Allison is heading back to Shark Tank once again for its new season, but this time she'll be a shark. She's one of just two former contestants to ever appear in that role. The first one was also a guest on this show, Jamie Siminoff of Ring, which is a great episode, by the way. Hey, thanks so much for listening to the show this week. Please make sure to click the follow button on your podcast app so you never miss a new episode of the show. And if you're interested in interested in insights, ideas and lessons from some of the world's greatest entrepreneurs, please sign up for my [e-mail] or search for Guy Raz on Substack. This episode was produced by Romel Wood, with music composed by Ramtin Arablouei. It was edited by Neva Grant with research help from Alex Chung. Our engineers were Patrick Murray and Jimmy Keeley. Our production staff also includes Casey Herman, Chris Masini, Kerry Thompson, Katherine Cipher, Carla Esteve, Sam Paulson, Andrea Bruce, and Elaine Coates. I'm Guy Raz and you've been listening to How I Built this. If you like How I Built this, you can listen early and ad free right now by joining Wondery plus in the Wondery app or on Apple Podcasts. Prime members can listen ad free on Amazon Music. Before you go, tell us about yourself by filling out a short [e-mail] survey.

[Allison Ellsworth]

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