M$^2$RNN: Non-Linear RNNs with Matrix-Valued States for Scalable Language Modeling

Recent work has demonstrated the potential of non-transformer language models, especially linear recurrent neural networks (RNNs) and hybrid models that mix recurrence and attention. Yet there is no consensus on whether the potential benefits of these new architectures justify the risk and effort of scaling them up. To address this, we provide evidence for the advantages of hybrid models over pure transformers on several fronts. First, theoretically, we show that hybrid models do not merely inherit the expressivity of transformers and linear RNNs, but can express tasks beyond both, such as code execution. Putting this theory to practice, we train Olmo Hybrid, a 7B-parameter model largely comparable to Olmo 3 7B but with the sliding window layers replaced by Gated DeltaNet layers. We show that Olmo Hybrid outperforms Olmo 3 across standard pretraining and mid-training evaluations, demonstrating the benefit of hybrid models in a controlled, large-scale setting. We find that the hybrid model scales significantly more efficiently than the transformer, explaining its higher performance. However, its unclear why greater expressivity on specific formal problems should result in better scaling or superior performance on downstream tasks unrelated to those problems. To explain this apparent gap, we return to theory and argue why increased expressivity should translate to better scaling efficiency, completing the loop. Overall, our results suggest that hybrid models mixing attention and recurrent layers are a powerful extension to the language modeling paradigm: not merely to reduce memory during inference, but as a fundamental way to obtain more expressive models that scale better during pretraining.

Recurrent neural networks (RNNs) compress the historical context into a memory state of fixed size, thus allowing for constant-time inference. The memory state size is a crucial factor in their performance, as exemplified by the strong performance and resurgence of linear attention, which extends the vector-valued hidden states of ordinary RNNs to matrix-valued hidden states. Crucially, linear attention does so in a parameter-efficient way, in particular by using an outer product of the key and value vectors to write to the matrix-valued hidden state. We generalize this construction and propose triadic linear attention, which writes the triadic outer product of a key, a second key, and a value, into a third-order (i.e., 3D) tensor state, and reads from it by contracting both key axes with two queries. An $E$-dimensional second key thus yields an $E$-fold increase in state size while adding only two projections. Triadic linear attention is compatible with data-dependent forgetting, the delta rule, and chunkwise-parallel training. Applied to Gated DeltaNet and scalar-gated linear attention, triadic linear attention substantially improves long-context language modeling and recall, outperforming alternatives that enlarge the state.

Linear attention transformers have become a strong alternative to softmax attention due to their efficiency. However, linear attention tends to be less expressive and results in reduced accuracy compared to softmax attention. To bridge the accuracy gap between softmax attention and linear attention, we manipulate Mamba-2, a very strong linear attention variant. We first simplify Mamba-2 down to its most fundamental and important components, evaluating which specific choices make it most accurate. From this simplified Mamba variant (Mamba-2S), we improve the A-mask and increase the order of the hidden state, resulting in a method, which we call 2Mamba, that is nearly as accurate as softmax attention, yet much more memory efficient for long context lengths. We also investigate elements to Mamba-2 that help surpass softmax attention accuracy. Code is provided for all our experiments.