Examining rhetoric is important to understanding educational policymaking. This study focuses on rhetoric on one educational policy, performance-based funding (PBF) for higher education. In contrast to previous research on PBF, we analyze rhetoric in both states that implemented the policy and those that opted out. We employ a sequential mixed-methods design combining topic modeling with qualitative analysis of newspapers. Findings indicate that rhetoric in states that implemented PBF aligned closely with neoliberalism. Rhetoric from non-implementer states focused on higher education agents and policy processes, and was more likely to highlight equity than rhetoric from implementer states. This study sheds light on policy innovation and diffusion by contrasting rhetoric around PBF between states that implemented the policy and those that held out.