Retrieval-Aware Distillation for Transformer-SSM Hybrids

State-space models (SSMs) offer efficient sequence modeling but lag behind Transformers on benchmarks that require in-context retrieval. Prior work links this gap to a small set of attention heads, termed Gather-and-Aggregate (G&A), which SSMs struggle to reproduce. We propose retrieval-aware distillation , which converts a pretrained Transformer into a hybrid student by preserving only these retrieval-critical heads and distilling the rest into recurrent heads. We identify the essential heads via ablation on a synthetic retrieval task, producing a hybrid with sparse, non-uniform attention placement. We show that preserving just 2% of attention heads recovers over 95% of teacher performance on retrieval-heavy tasks (10 heads in a 1B model), requiring far fewer heads than hybrids that retain at least 25%. We further find that large recurrent states often compensate for missing retrieval: once retrieval is handled by these heads, the SSM backbone can be simplified with limited loss, even with an 8× reduction in state dimension. By reducing both the attention cache and the SSM state, the resulting hybrid is 5–6× more memory-efficient than comparable hybrids, closing the Transformer–SSM gap at a fraction of the memory cost.