ByteFlow: Language Modeling through Adaptive Byte Compression without a Tokenizer

Tokenizer-free language models remove the inductive bias of fixed tokenizers by modeling text directly as bytes, but the resulting longer sequences substantially increase computation and eliminate explicit text abstractions. We ask whether this additional computation can be useful, and whether standard Transformers can learn the abstractions that tokenization provides. We study these questions on Transformers without specialized tokenization-related architectures. With token-superposition training and hash embeddings, byte Transformers consistently outperform subword Transformers as model size scales. We further find that byte Transformers build local text abstractions as external tokenizers: a set of segmentation-like positions are used to collect local context representations, and restricting up to $25\%$ of intermediate layers to these local representations preserves downstream performance. Finally, these learned structures induce highly non-uniform generation difficulty, with uncertainty concentrated near local structure boundaries; exploiting them for speculative decoding yields $3.4\times$ more accepted tokens than in subword Transformers.

Tokenization is a central component of natural language processing in current large language models (LLMs), enabling models to convert raw text into processable units. Although learned tokenizers are widely adopted, they exhibit notable limitations, including their large, fixed vocabulary sizes and poor adaptability to new domains or languages. We present a family of models with up to 70 billion parameters based on the hierarchical autoregressive transformer (HAT) architecture. In HAT, an encoder transformer aggregates bytes into word embeddings and then feeds them to the backbone, a classical autoregressive transformer. The outputs of the backbone are then cross-attended by the decoder and converted back into bytes. We show that we can reuse available pre-trained models by converting the Llama 3.1 8B and 70B models into the HAT architecture: Llama-3.1-8B-TFree-HAT and Llama-3.1-70B-TFree-HAT are byte-level models whose encoder and decoder are trained from scratch, but where we adapt the pre-trained Llama backbone, i.e., the transformer blocks with the embedding matrix and head removed, to handle word embeddings instead of the original tokens. We also provide a 7B HAT model, Llama-TFree-HAT-Pretrained, trained entirely from scratch on nearly 4 trillion words. The HAT architecture improves text compression by reducing the number of required sequence positions and enhances robustness to intra-word variations, e.g., spelling differences. Through pre-training, as well as subsequent supervised fine-tuning and direct preference optimization in English and German, we show strong proficiency in both languages, improving on the original Llama 3.1 in most benchmarks. We release our models (including 200 pre-training checkpoints) on Hugging Face.

Subword tokenization hinders low-resource language processing by imposing frequency patterns from dominant languages onto script-sharing variants. Byte-level models bypass this issue by processing raw UTF-8 characters, yet they create a granularity mismatch for word-level tasks in non-Latin scripts. Hierarchical byte-level architectures address this mismatch by grouping bytes into word-aligned chunks. However, these architectures require massive training data and suffer from representational misalignment when paired with frozen subword-based language models. In this paper, we propose an adapted hierarchical network framework that bridges this modality gap without extensive training. Our method initializes byte embeddings directly from the subword representations of a frozen base model. We apply a chunk alignment loss to project dynamically grouped byte chunks toward precomputed subword targets, and interleave lightweight part-of-speech (POS) supervision to guide boundary detection. Experiments across six languages demonstrate that our tokenizer-free approach improves performance for word-level morphological tasks, yielding up to a 13.3% improvement on POS tagging.