Topic modeling with Poisson factorization is introduced. The generative model assumes words in documents are generated from topics modeled with Poisson distributions. Variational Bayesian inference is used to approximate the posterior. Update equations are derived for the variational parameters ω, representing topic assignments, α, the Dirichlet prior, and γ, the gamma prior over topic distributions. ω is updated proportionally to functions of α and γ. α is updated based on sums of ω. γ is updated based on sums of ω and the prior shape parameter.