SuPER-Mamba: Surprisal Prioritization for Extended-Context Routing in Mamba

Scaling inference-time compute has emerged as an important driver of LLM performance, making inference efficiency a central focus of model design alongside model quality. While the current Transformer-based models deliver strong model quality, their quadratic compute and linear memory make inference expensive. This has spurred the development of sub-quadratic models with reduced linear compute and constant memory requirements. However, many recent linear models trade off model quality and capability for algorithmic efficiency, failing on tasks such as state tracking. Moreover, their theoretically linear inference remains hardware-inefficient in practice. Guided by an inference-first perspective, we introduce three core methodological improvements inspired by the state space model (SSM) viewpoint of linear models. We combine: (1) a more expressive recurrence derived from SSM discretization, (2) a complex-valued state update rule that enables richer state tracking, and (3) a multi-input, multi-output (MIMO) formulation for better model performance without increasing decode latency. Together with architectural refinements, our Mamba-3 model achieves significant gains across retrieval, state-tracking, and downstream language modeling tasks. At the 1.5B scale, Mamba-3 improves average downstream accuracy by 0.6 percentage points compared to the next best model (Gated DeltaNet), with Mamba-3's MIMO variant further improving accuracy by another 1.2 points for a total 1.8 point gain. Across state-size experiments, Mamba-3 achieves comparable perplexity to Mamba-2 despite using half of its predecessor's state size. Our evaluations demonstrate Mamba-3's ability to advance the performance-efficiency Pareto frontier.

Self attention encoders such as Bidirectional Encoder Representations from Transformers(BERT) scale quadratically with sequence length, making long context modeling expensive. Linear time state space models, such as Mamba, are efficient; however, they show limitations in modeling global interactions and can suffer from padding induced state contamination. We propose MaBERT, a hybrid encoder that interleaves Transformer layers for global dependency modeling with Mamba layers for linear time state updates. This design alternates global contextual integration with fast state accumulation, enabling efficient training and inference on long inputs. To stabilize variable length batching, we introduce paddingsafe masking, which blocks state propagation through padded positions, and mask aware attention pooling, which aggregates information only from valid tokens. On GLUE, MaBERT achieves the best mean score on five of the eight tasks, with strong performance on the CoLA and sentence pair inference tasks. When extending the context from 512 to 4,096 tokens, MaBERT reduces training time and inference latency by 2.36x and 2.43x, respectively, relative to the average of encoder baselines, demonstrating a practical long context efficient encoder.

Modern sequence modeling is dominated by two families: Transformers, whose self-attention can access arbitrary elements of the visible sequence, and structured state-space models, which propagate information through an explicit recurrent state. These mechanisms face different limitations on long contexts: when attention is diffuse, the influence of individual tokens is diluted across the effective support, while recurrent state propagation can lose long-range sensitivity unless information is actively preserved. As a result, both mechanisms face challenges in preserving and selectively retrieving information over long contexts. We propose Sessa, a decoder that places attention inside a recurrent feedback path. This creates many attention-based paths through which past tokens can influence future states, rather than relying on a single attention read or a single recurrent chain. We prove that, under explicit assumptions and matched regimes, Sessa admits power-law memory tails $O(\ell^{-β})$ for $0 < β< 1$, with slower decay than in the corresponding Transformer and Mamba-style baselines. We further give an explicit construction that achieves this power-law rate. Under the same assumptions, Sessa is the only model class among those considered that realizes flexible selective retrieval, including profiles whose influence does not decay with distance. Consistent with this theoretical advantage, across matched experiments, Sessa achieves the strongest performance on long-context benchmarks while remaining competitive with Transformer and Mamba-style baselines on short-context language modeling.