How PopUp Bagels Remade the Bagel Shop For Gen-Z

Just after noon on a sweltering June Thursday, heat radiated off the sidewalk on Thompson Street, baking into the lower legs of a few dozen people standing in line for, of all things, hot bagels, accompanied by hot-sauce cream cheese.

The line stretched down toward Houston Street, and the assembled company — NYU students, Canadian tourists, a gaggle of girls in bike shorts and slicked-back buns, this bagel-loving journalist — were willing to brave the midday sun not just for the chance to be among the first to try a taste of PopUp Bagels’ new limited-edition cream cheese, a collaboration with TRUFF hot sauce, but to meet the DJ Chris Lake, who was there “bagel bouncing”: posing for selfies while handing out PopUp’s signature small, pillowy, volcanically hot bagels.

The energy inside was Barney-Greengrass-meets-backstage-at-Coachella. House music blared as customers filed in, each scoring a little brown bag filled with three bagels and a four-ounce container of the much-anticipated schmear. Lake greeted fans while the various social media teams — for TRUFF, for PopUp, for Lake — captured the vibe on their phones.

Ardyn Solomon, the bagel brand’s 24-year-old director of social and partnerships, stood outside in a PopUp-branded trucker hat, surveying the scene approvingly.  Lake’s visit came about, she said, on the strength of an event the bagel shop had done with different DJs, the duo Two Friends, a couple of years back. “We literally brought the roof down — they threw a full-on bagel rave,” Solomon recalled. “The team just remembered how much fun Two Friends had with it. It was such great content, and Chris is here promoting his show this weekend. It just made sense!”

If the logic of a DJ working the counter of a bagel shop in collaboration with a luxury hot-sauce brand eludes you, you are probably over the age of 30. This scene, however, is an encapsulation of the magic that has propelled PopUp Bagels — which began as a pandemic hobby in founder Adam Goldberg’s Westport, Connecticut, kitchen six years ago — into a burgeoning nationwide phenomenon.

PopUp is part of a larger bagel boom taking place across the country. There’s Jeff’s Bagel Run, the Orlando-based, scratch-made chain that also has its origins in COVID-lockdown baking and now has more than 30 locations across nine states; Apollo Bagels, the East Village darling whose blistered, deeply chewy, naturally leavened bagels made the Times’ ranking of the city’s new-school bagels; and Call Your Mother, the D.C.-based “Jew-ish deli” whose colorful, sandwich-forward shops have spawned a devoted following and a fast-growing footprint across the capital region.

But none has blasted off with the velocity of PopUp, which now includes more than 40 shops (and counting), from New York to South Florida to Nashville, with franchise agreements signed for 300 more. This spring, the business sold a stake to investment firm Tiger Global Management — following earlier money from the growth-equity fund Stripes and a roster of celebrity investors that includes the former NFL star J.J. Watt and the actor Paul Rudd — at a valuation of $300 million. “My number-one goal,” Goldberg told me recently, “is to get the best bagel possible everywhere in the world, starting with America.”

Looked at one way, PopUp represents a long-awaited breakthrough for bagel lovers whose best option outside New York City and a handful of bagel hotspots has long been Bruegger’s, or a sleeve of Lender’s. PopUp’s version is unquestionably an upgrade; Danny Meyer has called them “one of mankind’s best bagels,” and they have twice won top honors at the New York BagelFest competition.

And yet with its viral collabs, strictly limited menu of bagel varieties, and steadfast refusal to make sandwiches on site, PopUp represents a significant departure from established, and cherished, bagel-shop norms. Some traditionalists question whether the bagels themselves, with their diminutive size and cloudlike softness, are really even bagels at all; the food writer (and Grub Street contributor) Charlotte Druckman has referred to them, witheringly, as “chubby pitas.” So is PopUp the best thing to happen to bagels since the invention of everything seasoning, or the worst?

PopUp’s story begins one summer morning in 2020, with Goldberg floating in his swimming pool, trying to decide what to do with the day. He was 45 at the time, adrift not just in his deep end, but in life. He ran a flood-mitigation business, specializing in temporary ramparts a building could throw up before a hurricane, the rights to which he’d bought, through a golf buddy, two months before Hurricane Sandy. But now, in COVID lockdown, no one was worried about hurricanes. “All the money for flood mitigation went into fear mitigation,” Goldberg said, joking. He found himself, like half the country, baking: “I was trying to figure out my next move, making sourdough every morning, drinking Burgundy wine every afternoon.”

On that particular July morning, on account of some hot weather, somebody floated the idea of making bagels instead of the usual sourdough — they’d be more “refreshing,” the thinking went, which Goldberg now concedes doesn’t really make sense. He found a recipe, started tinkering, and locked it in fast. The formula PopUp uses today, Goldberg says, is off by a single gram of one ingredient from the version he arrived at within his first few weeks of baking. The bagels were a revelation. “I wasn’t a big bagel eater,” he told me, but biting into a hot one fresh from his own oven was “a mind warp back to childhood,” when Saturday mornings meant a brown bag of warm bagels dumped out on the kitchen table of his Livingston, New Jersey, home. Before long, he hired a friend’s son and other teenagers to show up and bake at four in the morning — high-schoolers in pajamas or still dressed from the night before, drawn by loud music and a party atmosphere. The crew would knock out over a thousand bagels on a Saturday, sold from Goldberg’s kitchen window by the dozen with two cream cheeses. Customers would tear into one before they’d even pulled out of the driveway, which Goldberg says inspired the brand’s now-trademarked “Grip, Rip, and Dip” slogan — a phrase that proliferates across PopUp’s signage, merch, and social media.

PopUp soon crossed the line from boredom-buster to start-up, and by the end of 2020, Goldberg was selling from a storefront in downtown Westport. He raised money from friends and fans, which he used to build PopUp’s first commissary kitchen. A year later, an introduction to John Davis — a film and television producer who had backed Blaze Pizza and Dave’s Hot Chicken — brought a celebrity-studded investment round that paid to open the first New York stores. The moment PopUp’s Thompson Street location opened, Goldberg says, “every private-equity firm in New York knocked on my door and said, ‘Hey, we want in.’” It wasn’t just the bagels that drew them to PopUp. Thanks, perhaps, to his status as a bagel-world outsider, Goldberg had managed to reenvision the business in ways that maximized both the profit on each bagel sold and the size of the crowd lining up to buy them.

A typical bagel shop is a complex operation. It might mix six kinds of dough and stock a deli case full of lox, whitefish salad, and a dozen cream cheeses; the sandwiches that make up the bulk of its business are higher-ticket items than plain bagels, but labor-intensive to assemble. Goldberg dispensed with all of it: no sandwiches, no slicing, no scooping, no prep cook making egg salad at dawn. PopUp doesn’t even prepare two varieties of dough; the stores sell one, plain or seeded four ways (salt, poppy, sesame, everything), served hot and whole, in a minimum order of three plus a shmear for around $14. A dozen bagels plus two spreads sells for about $44.

The resulting model is a franchisee’s fantasy: small stores that are cheap to build, run limited hours, and employ just ten to 15 people against the 50 or 60 a full-service bagel-and-deli operation might carry. Goldberg told me that PopUp’s dough is made in commissary kitchens — nobody at the company will reveal how many — and formed by a combination of people and machines; the PopUp team declined to provide specifics, noting the process is proprietary. They are then trucked to stores “pretty much daily,” ready to proof, boil, seed, and bake on site.

In 2024, PopUp brought Tory Bartlett over from Moe’s Southwest Grill to serve as CEO, and Goldberg slid over to chief brand officer. Bartlett sees PopUp’s model as full of ingenious solutions to sidestep everything that makes restaurants harder to run. “The cost of building a traditional restaurant has increased so dramatically,” he told me, noting that finding and affording labor is also a huge challenge in the industry. “The restaurants that are winning today are doing one thing well.” He points to Raising Cane’s, a multibillion-dollar empire built on chicken fingers.

Goldberg’s approach to bagels is also a master class in appealing to Gen-Z tastes. There are the in-store events — DJ sets, a Love Island star drafted to run the register — and the quiet genius of PopUp’s shmear program. In addition to its five bagels, PopUp sells “shmears”: cream cheeses and butters, pre-batched at the commissaries and trucked out with the dough. Several versions are evergreen, but limited editions — usually a collaboration with an outside brand — hit the menu weekly.

PopUp’s first limited-edition cream-cheese shmear, built around Utz’s cheese-ball seasoning, landed in 2021 and went, Goldberg said, “bananas.” The company now does 30 to 40 collaborations every year: Mike’s Hot Honey, ALB Vodka, Oreo, and the influencer Kaitlyn Lavery have all contributed.

For PopUp’s stores, a new collab requires no extra labor, no new equipment or training, just a different tub of flavored cream cheese or butter mixed upstream. But each one hands influencers something fresh to film, gives the regulars a reason to come back this week instead of next, and feeds digital algorithms a steady drip of content.

Goldberg may not have professional baking credentials, but this side of the business — the collabs, the music, the lines, the cry of “Hot bagels!” that goes up every time an employee dumps a fresh tray into the wire bins — is where, after bouncing through a series of careers, he seems to have found his calling. “My whole life, I’ve been the social planner, the rush chairman, the travel agent, the event coordinator,” he said. “The background that led me to create this business is the fact that I’ve always known how to entertain people.”

PopUp does not refer to its products as “New York bagels.” This is not, Goldberg told me, out of deference to the genre and PopUp’s origins outside the Empire State, but because the designation has become tarnished. “Everyone in the country claims to have a New York bagel, and most of the bagels aren’t very good,” he said. “So we don’t want to go on that list.”

He is, of course, right. Bagels for sale outside the New York metro area have historically been so universally terrible — cottony, dry, flavorless — that it’s tempting to conclude there must be a law of chemistry or physics to blame. This is the wishful thinking behind the popular belief that a proper bagel can’t be made without New York City’s mineral-blessed tap water. But, as I discovered in my deep dive into bagel history, the real explanation is more complicated.

For one thing, bagels are not endemic to New York. According to Maria Balinska, whose book The Bagel: The Surprising History of a Modest Bread is the definitive text on the subject, their first written mention dates to 1610 in sumptuary laws issued by the Krakow Jewish Council. (The word comes from the Yiddish beigen, to bend). Because they were made with wheat flour, then four or five times the price of rye, bagels were a 17th-century luxury, and the council’s regulations specified in fastidious detail who could acquire one and when. Only in the 19th century, after the price of wheat collapsed, did the bagel come down in the world, to be sold from the baskets of peddlers on the streets of Krakow and Warsaw.

It reached New York — and Montreal and London — with Polish Jewish immigrants at the end of that century. By 1900, there were at least 70 bakeries turning them out on the Lower East Side. The PopUp employees grooving to Chris Lake have come a long way from those original makers, who labored 13 and 14 hours a day in smoky, infernal subterranean bakeries before wholesaling their output to grocers and appetizing shops.

What makes a bagel, according to Balinska, isn’t simply that it’s boiled before it’s baked. A true bagel should be made from high-protein flour worked into a stiff, low-hydration dough — the source of its stretchy interior — then cold-proofed overnight to deepen the flavor, and baked at high temperature to achieve the thick, burnished crust. Real ones know that a bagel isn’t a bagel unless it makes your jaw ache.

To understand what truly stands in the way of bringing an authentic bagel to all the rest of humanity, I went to see Jesse Spellman, one of the owners of Utopia Bagels, a Queens institution since 1981. Utopia, with its half-dozen different bagel doughs and sprawling deli counter full of scratch-made salads and spreads, represents everything PopUp has thrown overboard to cut weight. Over a sesame and cream cheese bagel at the company’s newest shop in Midtown Manhattan, Spellman walked me through Utopia’s 45-year-old process.

Utopia hand-rolls all of its bagels, sliced from a 300-pound block of dough, then gives them a two-stage proof — first at room temperature, then a minimum of 24 hours under refrigeration — and boils and bakes them in rotating ovens built specifically for bagels by a long-defunct company named Cutler. The oven in Utopia’s original Whitestone location dates to 1947; to outfit Utopia’s newer shops, Spellman has acquired used ovens when they come up at auction, sometimes rebuilding them part by part.

For Spellman, a real bagel is the sum of all that fuss. “It comes down to the rolling, the ingredients, the proofing process, the boiling, the type of ovens we’re using,” he said. The machine-made competition gives itself away in the mouth: Shops that run dough through rollers tend to swap malt for white or brown sugar because a stiff, malt-based dough gums up the equipment. The result is softer, sweeter, and, to his palate, not really a bagel at all.

If I wanted to know the single greatest obstacle to making great bagels in Topeka or Tucson, Spellman said, it’s the rolling — a skilled craft he estimates would take a newcomer eight months to learn, and one long controlled by a small, insular labor pool. After New York’s original wave of Jewish immigrants came a Taiwanese and Thai cohort in the ’80s and ’90s, then a Dominican one, families in which fathers, uncles, cousins, and sons all rolled, teaching one another and passing down the trade. That meant a great bagel was, for decades, a fundamentally local product.

Sam Silverman, a New York bagel evangelist and President of BagelUp — a media-and-events company that runs bagel classes, tours, and the annual BagelFest — agrees with Spellman’s diagnosis. “There is a skilled labor pool that has existed in New York City and nowhere else since the late 1800s,” he told me. The old bagel-bakers’ union, he noted, deliberately kept the craft in the family — to learn the trade you had to be the son of a member — which built quality in New York while starving it everywhere else.

Making a genuinely good bagel at scale also requires a level of investment most national players have never bothered with: the slow ferment, the boiling, the proper ovens, the trained hands. The Dunkins and Einstein Bros. of the world calculated that you could make a good-enough version by wheeling a rack of thawed dough into a steam-injection oven, and now for most of the country, a “bagel” is little more than an insipid, ring-shaped piece of bread.

Whether PopUp can maintain its appeal at scale remains to be seen. Bruegger’s, I’m told, was once pretty good, but quality is often the first thing to die on the road to a thousand franchised locations. Goldberg insists his model is built precisely to prevent this, that by centralizing the dough and freeing each store to focus on the bagel and nothing but the bagel, PopUp can maintain its standard where others slipped. If he is right, and PopUp brings its A-game to 300 stores and beyond, it will introduce millions of Americans to the best bagel they have ever tasted.

But a rising tide doesn’t lift all boats. In Atlanta, PopUp recently opened three doors down from Emerald City Bagels, which mother-daughter duo Deanna and Jackie Halcrow grew from a farmers’-market stand into two thriving storefronts. I called the shop recently to ask what the impact had been. “Generally, it feels negative,” Jackie told me, with a sigh. At first, there had been some spillover — people peeling off from PopUp’s viral line and wandering over. But “now that the dust has settled, it feels more negative. There’s only so many people looking to buy bagels on one block.”

In the early days, when PopUp was a handful of high-schoolers dealing bagels from a kitchen window, it was easy to root for. Somewhere between the celeb money and the cascading franchise agreements and the $300 million valuation, the charm has started to wear thin for some bagel lovers. On TikTok, critics have branded PopUp “Big Bagel,” a soulless corporate machine against which the scrappy neighborhood shop must be defended; the caption on one video of a young woman digging into an everything bagel reads, “Every few months I check if I taste the private equity in PopUp bagels.” (The post has received more than 23,000 likes.) One Reddit comment derides PopUp as “the Crumbl of bagels,” likening it to the cookie chain whose hype, rotating menu, and camera-ready packaging outrun the actual product.

Silverman, who crowned PopUp the winner at his own BagelFest not once but twice, recently posted a video on Instagram denouncing the influx of capital into the bagel business. “I don’t think Adam and I are still on speaking terms,” he told me.

The complaint, notably, isn’t that private equity will degrade PopUp’s bagels. It’s that a business purpose-built for rapid expansion will behave like an invasive species, outcompeting homegrown institutions. Milena Pagán, who owns the artisan bakery Rebelle Bagels in Cambridge, Massachusetts, took to Substack to vent. “When we don’t save room for bagels with niche appeal, when everything has to be streamlined to appeal to the masses, we unwittingly degrade food culture,” she wrote in her newsletter, Latent Heat.

Bagels have always been freighted with symbolism; in the 17th century, when Cracovians had to be legally restrained from spending away their livelihoods on bagels, they were understood to represent the circle of life. They are also an artifact of a specific diaspora, carried out of Poland by Jewish immigrants, rolled by hand in the basements of the Lower East Side. What the critics are really mourning, when they take shots at PopUp, is the slow disappearance of the quirky, the time-honored, the local — the sense that a city should taste like itself and nowhere else. “People have a real affection for bagels,” Balinska, the bagel scholar, mused when I reached her at her home in London. “It’s something about the shape, the little imperfections.” Detractors fear a world where every downtown is the same assemblage of Blank Streets and Sweetgreens, Nayas and Dutch Bros, where the food is engineered to travel and the differences between one place and the next have been sanded smooth. The question hiding inside every hot, perfect, identical bagel PopUp lobs across the counter, then, is whether in trying to offer the best version of everything, everywhere, we end up nowhere at all.