Understanding and Improving Shampoo and SOAP via Kullback-Leibler Minimization

Optimizers that exploit the matrix structure of gradients are central to modern LLM pre-training, with two distinct frontiers: explicit Kronecker-factored preconditioning -- most recently KL-Shampoo, which estimates the preconditioner via KL divergence minimization -- and orthogonalization of the gradient momentum, exemplified by Muon and analyzed as steepest descent under the spectral norm. The two routes are typically developed in isolation. We make a structural observation about KL-Shampoo's Kronecker preconditioners: their eigenvalue spectra exhibit a \emph{spike-and-flat} shape -- a few dominant eigenvalues followed by an approximately uniform tail -- across layers and training stages, holding exactly under a rank-$ρ$ signal-plus-noise gradient model. We exploit this structure by restricting one of KL-Shampoo's Kronecker factors to a parametric family aligned with the spike-and-flat shape: full spectral structure on a tracked $r$-dimensional subspace, single shared eigenvalue across the remaining $n-r$ directions. On these directions, we apply orthogonalization. An identity shows that this orthogonalization recovers the algebraic form of full KL-Shampoo's preconditioner. On four pre-training scales (GPT-2 124M / 350M, LLaMA 134M / 450M), Pro-KLShampoo consistently outperforms KL-Shampoo at every subspace rank we test in validation loss, peak per-GPU memory, and wallclock time to reach each loss level.

Structured weight-uncertainty can improve many aspects of deep learning, but it remains costly to estimate and difficult to implement. Here, we show that these issues can be addressed by adapting the SOAP optimizer. Our key idea is to run IVON, an existing diagonal-covariance variational method, in the eigenspace of SOAP's preconditioner and then use the preconditioner to transform the diagonal estimate into a non-diagonal covariance. The resulting method has costs similar to those of SOAP and requires no drastic changes to training pipelines. We call the posteriors obtained in this way SOAP-Bubbles and our new optimizer Eigenspace-VON (EVON). We show that, for logistic regression, EVON recovers the exact Gaussian covariance and that, for language model pretraining, it yields significantly better results than existing diagonal-covariance methods. Our work makes it easier to estimate more expressive posterior distributions for deep learning at scale.

Shampoo is one of the leading approximate second-order optimizers: a variant of it has won the MLCommons AlgoPerf competition, and it has been shown to produce models with lower activation outliers that are easier to compress. Yet, applying Shampoo currently comes at the cost of significant computational slowdown, due to its expensive internal operations. In this paper, we take a significant step to address this shortcoming by proposing \method (for \textbf{D}istributed \textbf{A}ccelerated \textbf{SH}ampoo), a faster implementation of Distributed Shampoo based on two main new techniques: First, we show that preconditioner blocks can be stacked into 3D tensors to significantly improve GPU utilization; second, we introduce the Newton-DB iteration and the Chebyshev polynomial approximations as novel and faster approaches for computing the inverse matrix roots required by Shampoo. Along with these algorithmic contributions, we provide a first in-depth analysis of how matrix scaling critically affects Shampoo convergence. On the practical side, our GPU-aware implementation achieves up to $5.6\times$ faster optimizer steps compared to the well-optimized Distributed Shampoo, while Newton-DB attains the lowest validation perplexity per iteration among all tested methods. Our code is available at https://github.com/IST-DASLab/DASH.