Older adults in need of assistance often prefer to remain at home rather than receive care in an institution. To meet these preferences, Medicaid invited states to apply for the Balancing Incentive Program (BIP), a program intended to "rebalance" Medicaid-financed long-term services and supports to Home- and Community-Based Services (HCBS). However, only about half of eligible states applied. We interviewed Medicaid administrators to explore why some states applied for BIP whereas others did not. Supportive state leadership and the presence of other programs supporting community-based care were positively related to BIP application. Opposing policy priorities and programs competing for similar resources were negatively related to BIP application. Because states most likely to apply already had policy goals and programs supporting HCBS, BIP may inadvertently widen disparities across states, pushing those on the margins ahead and leaving the ones that are worst off in HCBS support to fall even further behind.