Grow, Don't Overwrite: Fine-tuning Without Forgetting

How can we train models whose post-trained capabilities survive subsequent fine-tuning? Rather than focusing on downstream interventions to mitigate forgetting of upstream capabilities, we study how upstream training choices - that is, the manner in which a capability is acquired - shape how robustly that capability is retained. We investigate this question in a controlled three-stage language-model pipeline: pretraining, post-training to acquire a target capability, and downstream fine-tuning on a new objective. Across 135M and 1B models, two post-training domains, and two downstream fine-tuning tasks, we find that immediate post-training performance does not reliably predict retention after subsequent fine-tuning: training recipes that look equivalent immediately after post-training can retain the target capability very differently after subsequent fine-tuning. In particular, early exposure - mixing post-training data into pretraining - consistently improves the frontier between retained upstream performance and downstream performance. In compute-matched experiments, where the target data must be allocated between pretraining and post-training, we find that the optimum lies at neither extreme. Together with our other empirical and theoretical findings, this supports the view that post-training drives immediate specialization while early exposure improves robustness to later forgetting. Replay and dropout, typically used to mitigate forgetting as it occurs during fine-tuning, provide complementary gains to early exposure when applied during post-training. Our findings suggest that robustness to subsequent fine-tuning should be treated as a first-class objective of upstream training, addressed preventatively through choices like early exposure rather than reactively during fine-tuning itself.

Enabling lifelong learning in LLMs demands resolving the stability-plasticity dilemma (i.e., models must incorporate new knowledge without overwriting prior representations) while maintaining scalability under bounded parameter growth. Existing PEFT methods fail to satisfy this triad; shared-parameter approaches suffer from catastrophic interference, while task-isolated expansions preclude knowledge transfer and scale linearly. We propose Mixtures of SubExperts (MoSEs), a modular and sparse framework that factorizes model capacity into reusable, compositional primitives. MoSEs augment transformer layers with lightweight SubExperts and a learned sub-routing function that dynamically selects and composes a sparse subset of modules conditioned on task inputs. This induces a structured decomposition of the parameter space where knowledge is localized yet accessible, mitigating interference while preserving reuse. Specifically, MoSEs balance the dilemma via three pillars: (i) stability by isolating knowledge within sparsely activated modules, (ii) plasticity through routing-driven recombination and selective expansion, and (iii) scalability via sublinear growth in effective capacity. Notably, the routing mechanism enables compositional generalization, allowing new tasks to be represented as combinations of previously acquired sub-functions. We empirically validate MoSEs on TRACE and SuperNI, showing reduced forgetting, improved forward transfer, and better parameter efficiency over strong PEFT baselines. MoSEs establish a new Pareto frontier, achieving state-of-the-art performance while maintaining strict parameter budgets. Our results suggest that modular sparsity and compositional routing are key inductive biases for building foundation models that continually learn without saturation.

Multimodal Large Language Models (MLLMs) exhibit strong generalization and reasoning abilities due to large-scale multimodal pre-training. However, fine-tuning these models on downstream tasks often leads to catastrophic forgetting, where newly learned task-specific knowledge degrades previously acquired capabilities. This issue arises because gradient updates for new tasks overwrite parameters critical to prior knowledge, limiting the practical deployment of MLLMs. To address this challenge, we propose Activation-Weighted Adaptive REtention (AWARe), a fine-tuning method that mitigates catastrophic forgetting by dynamically controlling parameter updates based on activation patterns. AWARe assigns activation-based importance scores to parameters, selectively freezing those essential for preserving prior capabilities while allowing less important parameters to adapt to new tasks. Importantly, AWARe operates without modifying model architectures, ensuring compatibility with existing inference engines. Extensive experiments demonstrate that AWARe effectively preserves upstream capabilities while achieving superior downstream performance compared to existing methods. Code is available at https://github.com/kaln27/AWARe.