HoloByte: Continuous Hyperspherical Distillation for Tokenizer-Free Modeling

Small models are made more capable through distillation from a larger one that shares their tokenization scheme. However, do distilled byte and token models behave similarly in terms of scaling trends as compute and data increases? To enable this comparison, we introduce two variants to efficiently convert token logits to Byte Logits: 1) approximate: Marginalize-It, and 2) exact: End-Of-Token. We then present the first large scale study of overtraining decoder-only dense transformer models varying two dimensions simultaneously: the tokenization scheme (Tokens, Bytes, Bytes w/ eot) and the training objective (Distillation vs. Cross-Entropy), sweeping layer-parameter-matched models with roughly 1 billion parameters up to 1 trillion bytes of data. Across eight benchmarks spanning three categories: Multiple Choice QA, Language Generation, and Machine Translation, we find that Token-1B models outperform byte models (End-Of-Token-1B and Bytes-1B) in the low-FLOP regime but eventually plateau; byte models start worse yet surpass Token-1B models with more compute, reaching a higher downstream task performance ceiling. Extrapolating the average top-1 error vs. validation BPB scaling laws predicts that, asymptotically, distilled End-Of-Token-1B outperforms distilled Token-1B by up to 4%. They are also far more data efficient, matching the performance of distilled Token-1B using only one-sixth of the training data. Moreover, by operating over a small vocabulary of 256 bytes instead of on the order of 100K tokens, they circumvent the need for top-k truncation during logit dumping, while also reducing logit storage costs to roughly one-fifth. Finally, our downstream performance scaling laws predict that our distilled End-Of-Token-1B models asymptotically surpass the Llama 3.2-1B, Gemma-3-1B-pt, and Gemma 2B models on averaged downstream tasks by up to 6.5%, 8.1%, and 2.1%, respectively.

Byte Language Models (BLMs) have emerged as a promising direction for scaling language models beyond tokenization. However, existing BLMs typically require training from scratch on trillions of bytes, making them prohibitively expensive. In this paper, we propose an efficient distillation recipe that converts existing token-trained LLMs into BLMs while retaining comparable capabilities. Our recipe follows a two-stage curriculum: (1) Progressive Knowledge Distillation, which aligns byte-level representations with the embeddings of the token-trained teacher model; and (2) Byte-Level Supervised Fine-Tuning, which enables end-to-end generation entirely in the byte space. We validate our approach across multiple model families, including Llama, Qwen, and OLMo, and demonstrate that the distilled BLMs retain most of the teacher models' performance using only approximately 125B bytes.

Modern language models still rely on fixed, pre-defined subword tokenizations. Once a tokenizer is trained, the LM can only operate at this fixed level of granularity, which often leads to brittle and counterintuitive behaviors even in otherwise strong reasoning models. We introduce ByteFlow Net, a new hierarchical architecture that removes tokenizers entirely and instead enables models to learn their own segmentation of raw byte streams into semantically meaningful units. ByteFlow Net performs compression-driven segmentation based on the coding rate of latent representations, yielding adaptive boundaries \emph{while preserving a static computation graph via Top-$K$ selection}. Unlike prior self-tokenizing methods that depend on brittle heuristics with human-designed inductive biases, ByteFlow Net adapts its internal representation granularity to the input itself. Experiments demonstrate that this compression-based chunking strategy yields substantial performance gains, with ByteFlow Net outperforming both BPE-based Transformers and previous byte-level architectures. These results suggest that end-to-end, tokenizer-free modeling is not only feasible but also more effective, opening a path toward more adaptive and information-grounded language models.