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MemoWM: How World Models Change What Agents Need to Remember
Bingfan Zeng, Zhisheng Chen, Chenbo Sang, Zhengwei Xie, Jinpeng Wang, Xiangchen Guan, Rui Qian, Zheng Lu, Jingwei Song
Intelligence
Status: succeeded | Model: Gemma-4-26B-A4B | Prompt: intel-v1 | Confidence: 94%
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Summary
The paper introduces MemoWM, a framework for long-term agent memory that utilizes world models to compress stored information. By treating world model predictions as a shared predictive prior, MemoWM distinguishes between episodic memory (storing unique, task-relevant information) and shared knowledge (reusable regularities). It employs a task-aware allocation rule that balances reconstruction error impact against storage costs, achieving higher accuracy and significantly reduced storage requirements compared to baselines like MIRIX across five benchmarks.
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MemoWM → evaluatedon → WebQuest
confidence 95% · Across five long-term agent-memory benchmarks... WebQuest
MemoWM → evaluatedon → MemEye
confidence 95% · Across five long-term agent-memory benchmarks... MemEye
MemoWM → evaluatedon → WorldMemArena
confidence 95% · Across five long-term agent-memory benchmarks, MemoWM achieves 42.42% average answer accuracy... WorldMemArena
MemoWM → evaluatedon → AMA-Bench
confidence 95% · Across five long-term agent-memory benchmarks... AMA-Bench
MemoWM → evaluatedon → LongMemEval-V2
confidence 95% · Across five long-term agent-memory benchmarks... LME-V2
MemoWM → uses → World Model
confidence 95% · MemoWM... uses shared predictions to compress retained information and reconstruct omitted content.
MemoWM → outperforms → MIRIX
confidence 90% · MemoWM achieves 42.42% average answer accuracy, exceeding the strongest baseline by 2.62 percentage points, while reducing average experience-specific storage by 53.9% relative to MIRIX
World Model → reduces → Episodic Memory
confidence 90% · World models capture reusable regularities that can reduce the information stored for each experience.
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Abstract
Abstract:Long-term agents face growing storage demands as they accumulate experience. World models capture reusable regularities that can reduce the information stored for each experience. We formulate the problem of memory allocation conditioned on a world model and introduce MemoWM, a framework that uses shared predictions to compress retained information and reconstruct omitted content. Its task-aware allocation rule balances the expected impact of reconstruction errors against storage cost, retaining information with downstream value beyond the predictive prior. Across five long-term agent-memory benchmarks, MemoWM achieves 42.42\% average answer accuracy, exceeding the strongest baseline by 2.62 percentage points, while reducing average experience-specific storage by 53.9\% relative to MIRIX, the most storage-efficient baseline. Further analysis shows that stronger world models reduce per-experience storage at comparable task quality. Accounting for model parameters reveals a trade-off between shared model capacity and recurring storage costs, with the capacity that minimizes total storage increasing as more interactions are retained. Our code is available at this https URL.
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- Source: https://arxiv.org/abs/2610.10778v1
- Canonical: https://arxiv.org/abs/2610.10778v1
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MemoWM: How World Models Change What Agents Need to Remember Bingfan Zeng1,∗ Zhisheng Chen2,∗ Chenbo Sang3,∗ Zhengwei Xie4 Jinpeng Wang5 Xiangchen Guan6 Rui Qian7 Zheng Lu6,† Jingwei Song8,† 1South China University of Technology 2University of the Chinese Academy of Sciences 3Beijing University of Posts and Telecommunications 4University of Science and Technology of China 5Tsinghua University 6Peking University 7Fudan University 8Shanghai Jiao Tong University *Equal contribution †Corresponding authors 202430551902@mail.scut.edu.cn, zhisheng.researcher@gmail.com Abstract Long-term agents face growing storage demands as they accumulate experience. World models capture reusable regularities that can reduce the information stored for each experience. We formulate the problem of memory allocation conditioned on a world model and introduce MemoWM, a framework that uses shared predictions to compress retained information and reconstruct omitted content. Its task-aware allocation rule balances the expected impact of reconstruction errors against storage cost, retaining information with downstream value beyond the predictive prior. Across five long-term agent-memory benchmarks, MemoWM achieves 42.42% average answer accuracy, exceeding the strongest baseline by 2.62 percentage points, while reducing average experience-specific storage by 53.9% relative to MIRIX, the most storage-efficient baseline. Further analysis shows that stronger world models reduce per-experience storage at comparable task quality. Accounting for model parameters reveals a trade-off between shared model capacity and recurring storage costs, with the capacity that minimizes total storage increasing as more interactions are retained. Our code is available at https://github.com/Feld-maxiu/MemoWM. Figure 1: Average accuracy versus experience-specific storage. 1 Introduction Agent research is moving from answering isolated questions to acting continuously over time. An agent that can genuinely carry out a task must repeatedly observe its environment, take actions, revise its plan, and bring what happened before into its next decision—over hours, days, or longer (Yao et al., 2022; Deng et al., 2023; Zhou et al., 2024b). GUI and web agents make this demand especially concrete: they execute long sequences of actions through websites and computer interfaces whose state persists across steps (He et al., 2024; Xie et al., 2024). For such agents, memory is not merely extra context. It is what gives behavior continuity and allows experience to accumulate. Giving an agent a past, however, does not require preserving that past verbatim. Long interactions repeatedly expose the same page structure, stable control layouts, persistent environmental regularities, and future content that can be inferred from earlier states and actions (Wu et al., 2024; Rasmussen et al., 2025). What matters for a later decision may be only whether a click succeeded, an input was accepted, or a small part of the state changed. Writing every observation in full makes persistent storage grow continually with the agent’s lifetime. Storing only what has the largest prediction error is not enough either: a nearly unchanged fact can still be decisive for the task, while an unpredictable interface change may be irrelevant noise. This tension is largely left unresolved by memory systems that gate or consolidate experience using novelty, surprise, prediction error, or downstream utility (Wang et al., 2023; Tan et al., 2025; Xiong et al., 2026). This leads to a more basic question for long-term memory: once an agent knows what usually happens in its environment, how much of a particular experience must still be stored explicitly? Answering it requires separating two forms of persistent information. A world model internalizes regularities that can be reused across experiences, whereas episodic memory pays a new storage cost for each event that actually occurred (Bruce et al., 2024; Zhou et al., 2024a; Assran et al., 2025). When recall has access to the same world model, content recoverable from shared knowledge need not be stored repeatedly in every episode. Episodic memory should instead carry what cannot be recovered from the existing prediction and still matters for future reasoning or action. Recoverability alone, however, does not determine what deserves storage: the decision must jointly account for whether information can be predicted and whether an error would affect the task. The former is a property of the world model; the latter is a property of the information’s task value (Bar et al., 2025). We therefore adopt a direct principle: leave what the world model can explain to the model, and store in episodic memory only what cannot be safely recovered and matters to future tasks. Under this view, memory is no longer just a container for observations, but a division of labor between shared knowledge and individual experience. A world model shared by the writer and decoder becomes a predictive prior: it supplies both a coding distribution for information that must be preserved exactly and a reconstruction for information that may be omitted. Prediction is not only a signal for deciding what to remember; it becomes part of the memory representation itself. We instantiate this principle in MemoWM, an episodic-memory framework that uses a world model as a shared predictive prior. Each observation is first encoded into a compact, query-independent state so that the same memory can serve future questions unknown at write time. The state is discretized, and an action-conditioned world model predicts a conditional distribution for every coordinate from reconstructed history. Offline single-coordinate counterfactual readouts estimate how much an error at each coordinate affects task answers. At write time, MemoWM combines this task-impact prior with the current prediction risk and expected coding cost to decide which true values must be stored and which can be reconstructed by the world model. Because the decision depends only on the shared predictive distribution, frozen task statistics, and a fixed threshold, it requires neither future queries nor a transmitted state-specific mask. Retained true codes and model-filled coordinates form the reconstructed state, which is fed back as history for the next prediction, yielding a synchronized closed-loop memory. Across five long-term agent-memory benchmarks, MemoWM achieves the highest average answer accuracy (42.42%42.42\%, Table 1) while using the lowest experience-specific storage on every benchmark: it exceeds the strongest baseline by 2.622.62 points and reduces average storage by 53.9%53.9\% relative to MIRIX. Further analysis shows that stronger world models internalize more reusable structure and thereby reduce the storage required for each experience. Once the model’s own parameters are also counted, however, the storage-optimal capacity depends on how many interactions must be remembered and shifts toward larger models as the agent’s lifetime grows. Our contributions are threefold. We recast long-term agent memory around the question of how much information an experience must retain beyond existing world knowledge. It distinguishes selecting which experiences matter from determining how many bits a selected experience still needs, and unifies world models and episodic memory as persistent information with different amortization costs. We introduce MemoWM, which turns world-model predictions into a task-usable prior for episodic memory. It combines a query-independent state interface, a shared predictive prior, and offline task impact estimates to retain only important information that cannot be recovered, while the allocation rule and closed-loop reconstruction keep writing and decoding synchronized. We characterize the trade-off among world-model capacity, episodic storage, and task quality. Stronger predictors lower the recurring cost of storing each experience, but the model itself incurs a parametric cost, and the storage-optimal world-model capacity grows with the memory horizon. 2 Related Work World models and memory. World models learn environment dynamics for future-state prediction and planning. Existing connections with memory largely focus on improving these capabilities. R2I incorporates long-range state-space memory into world models for reinforcement learning. R-WoM grounds simulations in retrieved external knowledge, while MemWM and WorldEvolver use transition rules, past states, and prediction failures to improve simulation and planning (Mei et al., 2026; Wang et al., 2026; Zhang et al., 2026). MemoWM studies the complementary direction: how predictions from an available world model change the information needed to retain an experience. Selective and compressed agent memory. Agent-memory systems use importance and temporal decay to prioritize records (Omri et al., 2026; Zhong et al., 2024), structured extraction and consolidation to compact their contents (Chhikara et al., 2025; Liu et al., 2026c), and evolving links or typed stores to organize knowledge (Xu et al., 2025; Wang and Chen, 2025). Closely related work also uses prediction to guide memory construction: NEMORI distills information that existing knowledge fails to anticipate, while D-MEM uses reward prediction error to route inputs between inexpensive handling and memory evolution (Nan et al., 2025; Song and Xin, 2026). In these approaches, prediction informs distillation or update decisions. MemoWM additionally makes the predictive distribution available during decoding, so it determines both conditional coding costs and how omitted content is reconstructed. The resulting allocation is coordinate-level and task-aware: prediction error probability and the task impact of an error are separately, then balanced against expected coding cost. Predictive and conditional compression. Predictive coding represents information unexplained by predictions (Singh, 2026). Scale-hyperprior image compression and deep contextual video compression further exploit statistical or temporal context for conditional coding. Rate–distortion theory formalizes coding with side information, including the Wyner-Ziv (Aaron et al., 2002) setting where it is available only at the decoder; MemoWM uses a predictive prior shared by writer and decoder. In persistent agent memory, the distortion of interest is the effect of an omission on future answers. MemoWM couples this task criterion with a retention rule that both sides reproduce from shared reconstructed history, allowing selective omission without a per-state mask. This connects conditional compression to task-aware memory allocation while preserving the synchronized reconstruction needed to decode successive states. 3 MemoWM Figure 2: Overview of the MemoWM framework. Coordinates are retained when their estimated task impact exceeds the weighted storage cost; others are filled by a causal world model. (A) Task-relevant retention, (B) shared-history reconstruction, and (C) offline fitting and calibration. Reconstructed states are retrieved through the Reader Bridge to answer future queries. As shown in Figure 2, MemoWM models long-term memory as joint coding by a shared world model and an episodic store. Each observation is mapped to a query-independent discrete state. An action-conditioned predictor estimates each coordinate from the reconstructed history. A coordinate is retained when the expected task impact of omitting it exceeds its predicted storage cost; otherwise, the model prediction fills it. Because the writer and decoder use the same reconstructed history, no retention mask is transmitted for each state. Task-impact statistics, entropy calibration, retrieval representations, and the retention threshold are fitted offline and fixed before deployment. 3.1 Problem Definition Consider a trajectory τ=(o0,u0,…,uT−1,oT)τ=(o_0,u_0,…,u_T-1,o_T), where utu_t follows observation oto_t. Each observation is encoded as zt=E(ot)∈Jz_t=E(o_t) ^J, where =0,…,C−1Z=\0,…,C-1\ and C≥2C≥ 2. Memory formation does not require future questions, so one memory can support different tasks. Let Φ denote the shared world model and other shared parameters. Under retention policy π, the full state sequence Z=(z0,…,zT)Z=(z_0,…,z_T) is reconstructed as Z~π=(z~0,…,z~T) Z^π=( z_0,…, z_T). For a future question q and reference answer y, let PR(y∣q,Z)P_R(y q,Z) be the probability assigned by the fixed retrieval and reading procedure. Define the answer loss ℓ(q,y,Z)=−log2PR(y∣q,Z) (q,y;Z)=- _2P_R(y q,Z) and the distortion caused by omission as π(τ,q,y) ^π(τ,q,y) =|ℓ(q,y,Z~π)−ℓ(q,y,Z)|, = | (q,y; Z^π)- (q,y;Z) |, minπ∈Πshared _π∈ _shared τ[Repiπ(τ)]s.t.τ,q,y[π(τ,q,y)]≤ϵ. _τ[R_epi^π(τ)] .t. _τ,q,y[D^π(τ,q,y)]≤ε. Here ϵ≥0ε≥ 0 is the allowed average change in answer loss. Policies in Πshared _shared use only information available to both the writer and decoder. RepiπR_epi^π is the additional storage for one episode, while shared parameters incur a separate cost Bshared(Φ)B_shared( ) that can be amortized across episodes. We fix Φ below and describe retention, reconstruction, and reading. 3.2 Task-Relevant Recoverability For each coordinate, the retention decision combines the probability of a prediction error, its effect on the answer, and its storage cost. For t≥1t≥ 1, the world model conditions on reconstructed states and known actions, ht=(z~<t,u<t)h_t=( z_<t,u_<t), and produces pt,j(c)=pθ(zt,j=c∣ht)>0.p_t,j(c)=p_θ(z_t,j=c h_t)>0. This distribution both codes retained values and fills omitted coordinates with the modal prediction z^t,j=argmaxc∈pt,j(c) z_t,j= _c p_t,j(c). This prediction is shared by writer and decoder. The ideal code length of the true value and its expected length under the model distribution are rt,j=−log2pt,j(zt,j),Ht,j=−∑c∈pt,j(c)log2pt,j(c).r_t,j=- _2p_t,j(z_t,j), H_t,j=- _c p_t,j(c) _2p_t,j(c). To measure the effect of an error in coordinate j, replace zt,jz_t,j by z^t,j z_t,j and denote the resulting state by zt(−j)z_t^(-j). For the same question and answer, define Δt,j=|ℓ(q,y;[zt(−j)])−ℓ(q,y;[zt])|,At,j=z^t,j≠zt,j. _t,j= | (q,y;[z_t^(-j)])- (q,y;[z_t]) |, A_t,j=1\ z_t,j≠ z_t,j\. The brackets denote reading from the state alone. Since Δt,j=0 _t,j=0 when the prediction is correct, obs[Δt,j∣ht]⏟local omission risk=Probs(At,j=1∣ht)⏟error probabilityobs[Δt,j∣At,j=1,ht]⏟task impact given an error. E_obs[ _t,j h_t]_local omission risk= _obs(A_t,j=1 h_t)_error probability E_obs[ _t,j A_t,j=1,h_t]_task impact given an error. Offline data provide a coordinate-level error impact V^j V_j and an entropy-to-error mapping gj(H)g_j(H). Online memory formation uses d^t,j=gj(Ht,j)V^j d_t,j=g_j(H_t,j) V_j as the estimated omission risk. These quantities are shared and fixed, so the decision requires neither future questions nor a reader call. Let mt,j=1m_t,j=1 indicate retention and let λ≥0λ≥ 0 control the storage–distortion trade-off. The coordinate-wise proxy objective is ^t(m) J_t(m) =∑j=1J[(1−mj)d^t,j+λmjHt,j],m∈0,1J, = _j=1^J [(1-m_j) d_t,j+λ m_jH_t,j ], m∈\0,1\^J, mt,j m_t,j =d^t,j≥λHt,j. =1\! \ d_t,j≥λ H_t,j \. Ties retain the true value. Ht,jH_t,j is used only to estimate storage cost; the actual coded rate uses rt,jr_t,j. Equation (5) optimizes a coordinate-wise proxy, while joint omissions can interact through retrieval and future predictions. The threshold λ is selected by full-episode calibration in Section 3.4. 3.3 Shared-History Reconstruction Omitted coordinates are filled with predictions and fed into predictions. The writer and decoder use the same history. The initial state is stored in full, z~0=z0 z_0=z_0, and later states are reconstructed as z~t,j=zt,j,mt,j=1,z^t,j,mt,j=0. z_t,j= casesz_t,j,&m_t,j=1,\\ z_t,j,&m_t,j=0. cases With identical initial states, actions, shared parameters, and computation rules, both sides obtain identical predictions and retention decisions. The decoder can therefore determine which values to read without receiving a per-state mask. The action ut−1u_t-1 must be available before reconstructing ztz_t. If each coordinate of the initial state uses ⌈log2C⌉ _2C bits, episodic storage is Repiπ(τ)=J⌈log2C⌉+∑t=1T∑j=1Jmt,jrt,j+Bauxπ(τ).R_epi^π(τ)=J _2C + _t=1^T _j=1^Jm_t,jr_t,j+B_aux^π(τ). Here BauxπB_aux^π covers actions and other per-episode auxiliary content that cannot be recovered losslessly from counted content; enabled symbol anchors are included. Regenerable retrieval vectors and indices are excluded from the main table’s logical memory load; their implementation overhead may be reported separately if they are stored as independent persistent state. Equation (7) uses ideal code lengths and excludes file overhead. For a future question, retrieval operates on reconstructed states. State training uses paired full and reconstructed views from the same episode, while questions provide supervision rather than inputs to the observation encoder. 3.4 Offline Fitting and Calibration Offline fitting produces the shared configuration used by the writer and decoder. It estimates task impact and prediction reliability, trains a retrieval head that is robust to reconstruction, and selects the retention threshold. Table 1: Main results across five long-horizon memory benchmarks. (a) The upper table reports answer accuracy (%); (b) the middle table reports the experience-specific storage rate (kbit/observation); (c) the break-even point is the number of retained observations at which MemoWM’s total storage is no greater than the listed comparator’s. LME-V2 denotes LongMemEval-V2, Omni-SM denotes Omni-SimpleMem, and Avg. is the unweighted mean across benchmarks. Method WorldMemArena AMA-Bench LME-V2 WebQuest MemEye Avg. RAG 52.97± 0.12 44.87± 0.70 40.25± 0.69 22.35± 0.50 35.42± 0.93 39.17 UniversalRAG 40.38± 0.19 40.35± 0.88 34.56± 1.18 21.68± 0.75 37.95± 1.24 34.98 MEM1 45.66± 0.31 14.96± 1.64 29.41± 1.83 20.25± 1.01 32.05± 1.93 28.47 MemAgent 43.03± 0.37 29.18± 1.60 29.33± 1.91 16.90± 0.78 30.88± 2.34 29.86 A-Mem 55.37± 0.28 34.85± 1.31 41.28± 1.48 26.70± 0.85 36.33± 1.28 38.91 MemGPT 58.43± 0.20 35.44± 0.81 44.97± 1.29 24.55± 0.87 35.61± 1.16 39.80 SimpleMem 41.32± 0.22 19.26± 1.40 31.56± 1.32 26.00± 0.65 36.88± 1.20 31.00 Omni-SM 42.54± 0.32 27.56± 1.50 38.12± 1.94 25.55± 0.72 39.15± 1.51 34.58 M2A 50.35± 0.18 42.61± 1.02 40.18± 1.05 25.45± 0.99 29.72± 2.20 37.66 ViLoMem 49.59± 0.39 24.19± 2.00 34.79± 2.27 15.65± 0.91 28.65± 2.28 30.57 MIRIX 45.63± 0.43 37.24± 1.88 39.62± 2.01 21.30± 0.98 32.10± 2.05 35.18 AUGUSTUS 39.54± 0.34 38.45± 1.35 32.15± 1.88 22.73± 0.65 37.21± 1.71 34.02 MemoWM 60.18± 0.23 43.58± 0.85 42.91± 1.55 27.85± 0.57 37.58± 0.99 42.42 Method WorldMemArena AMA-Bench LME-V2 WebQuest MemEye Avg. RAG 1809.3 5.6 71.9 4141.2 1560.5 1517.7 UniversalRAG 1805.4 5.7 71.3 4142.1 1573.7 1519.6 MEM1 1804.3 5.6 18.1 4140.1 1523.1 1498.2 MemAgent 1803.5 5.7 25.8 4140.2 1519.2 1498.9 A-Mem 12.1 5.9 78.3 24.8 23.4 28.9 MemGPT 1809.0 5.1 74.9 4153.6 1536.5 1515.8 SimpleMem 9.8 3.5 12.0 32.5 15.8 14.7 Omni-SM 331.3 3.6 55.2 648.0 1182.7 444.2 M2A 1814.8 6.1 80.6 4167.0 1559.1 1525.5 ViLoMem 15.0 4.3 11.1 38.5 1047.3 223.2 MIRIX 8.2 3.2 10.8 21.0 22.1 13.1 AUGUSTUS 1813.7 5.7 79.4 4185.0 1540.2 1524.8 MemoWM 4.3 2.3 9.4 10.3 3.8 6.0 Metric WorldMemArena AMA-Bench LME-V2 WebQuest MemEye Comparator MIRIX MIRIX MIRIX MIRIX SimpleMem Break-even point (k obs.) 119.4 517.2 332.5 43.5 38.8 For each coordinate, offline state-question-answer samples are used for a single-coordinate counterfactual measurement, yielding V^j V_j from examples with prediction errors. Under the full-history reference policy, predictive entropy and error indicators are collected in entropy bins to form gj(H)∈[0,1]g_j(H)∈[0,1]: populated bins use a pooled error frequency, while empty bins use the coordinate marginal rate. For retrieval training, the full and recursively reconstructed states of the same observation are mapped through DωD_ω and the retrieval head KηK_η. Contrastive and consistency objectives align both views with a teacher representation; KηK_η is then frozen. Finally, a finite candidate set Λ is evaluated on independent calibration episodes. For each λ∈Λλ∈ , the system reconstructs complete episodes from their full initial states using the retention rule and shared-history recursion, then evaluates the fixed retrieval and reading procedure. The candidate with minimum episodic storage subject to the constraint in Eq. (1) is selected and fixed for evaluation. This full-episode calibration accounts for interactions among omissions, retrieval changes, and later prediction histories. The training order is observation representation and reader interface, quantizer and world model, offline risk calibration, retrieval-head training, and threshold selection. 4 Experiments 4.1 Experimental Setup Benchmarks. We use five long-term agent-memory benchmarks in web- or GUI-based settings: AMA-Bench(Zhao et al., 2026) (recall, causal inference, state updating, and abstraction; Web Task Execution subset), LongMemEval-V2 (LME-V2)(Wu et al., 2026) (environment knowledge accumulated across trajectories; Small setting), WorldMemArena (Liu et al., 2026a) (multimodal memory over interaction histories; Web subset), WebQuest(Wang et al., 2024) (multimodal reasoning over webpage sequences; Trace QA), and MemEye(Guo et al., 2026) (visual-centric multimodal memory). Data construction and overlap checks are in Appendix B. Baselines. We compare against twelve baselines spanning retrieval (RAG (Lewis et al., 2020), UniversalRAG (Yeo et al., 2026)), context-management and recurrent memory (MemGPT (Packer et al., 2023), MEM1 (Zhou et al., 2026), MemAgent (Yu et al., 2026)), structured extraction (A-Mem (Xu et al., 2025), SimpleMem (Liu et al., 2026c), MIRIX (Wang and Chen, 2025)), and multimodal memory (Omni-SimpleMem (Liu et al., 2026b), M2A (Feng et al., 2026), ViLoMem (Bo et al., 2025), AUGUSTUS (Jain et al., 2025)). All methods share the same backbone, reader, and LLM judge per benchmark protocol. Evaluation protocol. WorldMemArena and LME-V2 use Qwen3.5-9B as reader and judge, and AMA-Bench uses Qwen3-32B under its open-ended QA protocol; WebQuest and MemEye follow their official protocols. We report each benchmark’s native answer accuracy, averaged over four random seeds with standard deviation. Details are given in Appendix E. Storage cost. We report experience-specific persistent storage in kbit/observation, counting retained content and observation-specific metadata while excluding shared model weights, which are amortized separately over retained experience. Unified accounting rules are given in Appendix C. 4.2 Main Results MemoWM achieves the strongest overall accuracy–storage trade-off across the five benchmarks. It obtains the highest mean answer accuracy (42.42%42.42\%, Table 1) while using the lowest experience-specific storage on every benchmark. Relative to MIRIX, the most storage-efficient baseline on average, MemoWM reduces mean storage by 53.9%53.9\% while improving accuracy by 7.247.24 points. Even where higher-accuracy alternatives exist, on AMA-Bench, LME-V2, and MemEye, MemoWM uses 58.958.9–99.7%99.7\% less storage for only 1.291.29–2.062.06 points lower accuracy. These results motivate our next question: where do these storage savings come from? 4.3 A Composable Principle for Memory Systems Beyond quantization. Quantization provides a compact state representation, but does not determine how much of that state must be stored explicitly. Table 2 separates the gains from representation compression, predictive coding, and task-aware omission. With the quantizer fixed, world-model coding saves bits on predictable coordinates. Table 2: Ablation and M2A integration. AC: accuracy (%); Rate: experience-specific storage (kbit/observation). WMA AMA-Bench LME-V2 Variant AC Rate AC Rate AC Rate No quantizer 60.33 262.5 43.75 263.0 43.04 272.2 Quantizer only 60.27 6.2 43.27 7.1 42.98 14.3 WM, all-send 60.27 5.6 43.27 3.5 42.98 11.2 MemoWM 60.18 4.3 43.58 2.3 42.91 9.4 M2A 50.35 1814.8 42.61 6.1 40.18 80.6 M2A + MemoWM 50.49 19.2 42.53 3.1 40.53 19.1 Task-aware gating further omits coordinates whose reconstruction errors have little downstream impact. Relative to quantization alone, these two mechanisms reduce the storage rate by 30.6%30.6\%–67.6%67.6\% across the three benchmarks, with changes in answer accuracy of at most 0.310.31 percentage points. Thus, MemoWM’s storage gains do not come from quantization alone: they arise from using the world model both to code predictable information more efficiently and to identify information that need not be stored at all. Integration with M2A. We retrain the complete MemoWM storage pipeline—its Q-Former, quantizer, and world model—for M2A, then replace raw evidence in M2A’s RawMessageStore with its encoded states. Across the three benchmarks, this substantially reduces experience-specific storage while leaving answer accuracy nearly unchanged. The small numerical gains on WMA and LME-V2 may reflect a cleaner representation: Q-Former compression can filter irrelevant content, and fewer soft tokens may ease attention for the answer model. These results expose a composable principle behind MemoWM: memory organization and memory representation need not be redesigned together. An existing system can preserve how it organizes, retrieves, and reasons over experience, while a shared predictive prior determines how much of each experience must be stored explicitly. 4.4 The Storage Trade-off Between World Models and Experience Persistent information in MemoWM is split between reusable world-model capacity and recurring experience-specific storage. A larger world model incurs a higher one-time parameter cost but can reduce the bits required for each retained experience. We study this trade-off on AMA-Bench by varying model capacity and comparing experience-specific rate with amortized total storage. Figure 3: (a) Upper left: all-coordinate coding rate and (b) upper right: gated total rate with amortized FP16 weights, both versus model size at three training-data fractions. (c) Lower left: all-coordinate rate under four predictive contexts; blue curves show increases over full context (upper axis). (d) Lower right: storage-optimal gated model size versus retained transitions. Greater model capacity reduces recurring storage. Across all three training-data settings, larger world models generally lower experience-specific storage. With full training data, the coding rate drops from about 4,5104,510 to 4,0704,070 bits/transition. Because all coordinates are retained, this reduction comes purely from more efficient conditional coding. Larger world models extract more information from actions and history, as removing either increases the rate far more at larger capacities. Total storage therefore has a finite optimal world-model capacity. For N retained transitions, the amortized cost is S¯(P,N)=Bshared(ΦP)/N+R¯epi(P) S(P,N)=B_shared( _P)/N+ R_epi(P), where Bshared(ΦP)=16PB_shared( _P)=16P bits for FP16 weights. Larger models reduce recurring episodic storage but incur greater one-time parameter cost, yielding diminishing returns. Accordingly, the total cost first decreases and then increases with capacity, with the evaluated optimum around 55–77M parameters (Figure 3b). Figure 4: Left: where decoder-side reconstruction quality comes from, with the omitted coordinates and storage cost held fixed so that only the fill source changes. Right: answer distortion and storage over four rollout-step ranges for teacher-forced oracle and closed-loop reconstruction. Longer operating lifetimes favor larger world models. As more experience is retained, the same world model is amortized over more transitions. Holding the experience-rate curve fixed, increasing N reduces Bshared(ΦP)/NB_shared( _P)/N, allowing the recurring savings of larger models to outweigh their additional parameter cost. Accordingly, the storage-optimal capacity increases with memory horizon (Figure 3d), from approximately 0.540.54M parameters at 1010K retained transitions toward 2929M at long horizons. Thus, longer-lived agents can justify greater investment in reusable world knowledge because its cost is paid once while its storage savings recur across experience. 4.5 Task-Aware Risk Improves the Rate–Utility Trade-off We test whether the factorized risk et,jVje_t,jV_j improves storage allocation against four gating baselines: Static-e (state-independent error estimate), Uniform-V (coordinate-independent task impact), Random, and Uncertainty (entropy only). We tune λ separately for MemoWM and each gating baseline to match |ΔNLL|=1.536| |=1.536 in closed-loop reconstruction, with All-send as the zero-distortion reference. On held-out trajectories, the task-impact estimate VjV_j can be shared across states, and entropy orders state-dependent prediction risk, supporting both risk components as reusable signals. Damage also remains low relative to random omission under independently constructed unseen-query variants, indicating that the shared task-impact prior remains stable for rare query formulations. The detailed numerical analysis and theoretical development are provided in Appendix A.5, and estimator implementation details are given in Appendix A.3. Joint risk allocation. Under matched distortion, MemoWM has the lowest rate (Table 3). Static-e and Uniform-V incur 17.0%17.0\% and 25.5%25.5\% overhead, respectively, showing that both state-dependent prediction risk and coordinate-specific task impact improve allocation. The larger overheads of Random and Uncertainty (33.1%33.1\% and 42.0%42.0\%) further support combining prediction risk with task impact to decide which coordinates to store. Table 3: Task-aware gating at matched distortion. Rate: bits/state; Rate ↑ : increase over MemoWM. Gate |ΔNLL|| | Rate Rate ↑ All-send 0.000 3737.5 +58.8%+58.8\% MemoWM 1.536 2354.2 – Static-e 1.536 2754.3 +17.0%+17.0\% Uniform-V 1.536 2954.8 +25.5%+25.5\% Random 1.536 3134.2 +33.1%+33.1\% Uncertainty 1.536 3342.1 +42.0%+42.0\% 4.6 Reconstruction Quality and Closed-Loop Stability World-model reconstruction preserves task-relevant information. Holding the omitted coordinates and storage budget fixed, world-model filling yields the best compressed reconstruction among the tested alternatives (Figure 4, left). Compared with previous-state copying, it reduces answer-NLL distortion from 0.12800.1280 to 0.08670.0867 bit and improves final accuracy from 57.10%57.10\% to 60.18%60.18\%, only 0.090.09 points below full quantized memory. Despite exact recovery of only 14.2%14.2\% of omitted codes, semantic agreement reaches 97.0%97.0\%, showing that task-level fidelity does not require coordinate-level reconstruction. Closed-loop reconstruction remains stable. Because reconstructed states are recursively fed back into the world model, we compare closed-loop prediction with a teacher-forced oracle using true history. Over rollouts up to 4040 steps, closed-loop reconstruction adds only 0.0060.006–0.0210.021 bit of answer-NLL distortion and 4.44.4–23.123.1 bits/state of storage, indicating limited error accumulation over the evaluated horizon (Figure 4, right). 5 Conclusion We view long-term memory as a division of labor between shared world knowledge and episodic experience: what the world model can reliably recover need not be stored repeatedly. Based on this principle, MemoWM uses world-model predictions as a shared prior and stores only information that is both hard to recover and important for downstream tasks. Experiments show that this substantially reduces recurring memory cost while preserving task performance, and that the optimal balance between world-model capacity and episodic storage depends on the agent’s memory horizon. AI use statement We used generative AI tools for English translation, language editing, text shortening, LaTeX formatting, and manuscript consistency checks. Separately, language models were used within the research pipeline for training-data collection and supervision, answering, and evaluation, as described in the paper. The authors checked all citations, equations, experimental settings, and results, reviewed all AI-assisted text, and made the final scientific judgments. The authors take full responsibility for the paper. Ethics statement This work studies compressed memory for long-term agents using benchmark evaluations, trajectories collected in self-hosted WebArena environments, and synthetic training data. The MemEye training data use newly generated virtual patients and screens rather than reusing evaluation patient records. The health-related experiments assess memory and visual reasoning and do not establish clinical validity. Persistent agent memory can retain sensitive information, and predictive reconstruction can introduce incorrect details or omit important evidence. Real-world deployment should therefore include access controls, appropriate consent and deletion mechanisms, and verification of consequential recalled information. Compression alone does not provide a privacy guarantee. We describe training–evaluation overlap checks and the limitations of the synthetic MemEye data in Appendix B. Reproducibility statement Section 3 specifies the retention rule, shared-history reconstruction, and calibration procedure. Section 4 and Appendix A describe the experimental setup, model architecture, discretization, and offline fitting. 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Answer-loss comparisons against complete quantized memory measure the additional effect of predictive omission; they do not include information lost when the original observation is first quantized. A.1 State Representation and Discretization Let FρF_ρ be the continuous observation encoder. It reads frozen Qwen3.5-9B layer-16 features. The Q-Former uses 32 learned queries, four cross-attention layers, eight heads, and hidden width 1,024. It outputs a 32×51232× 512 state representation, uses query-key normalization, and disables query self-attention. The soft-token connector is trained with the Q-Former and frozen before counterfactual task-impact measurements. The Q-Former is trained with two levels of readout supervision. Overall-observation probes ask about visible content, page layout, input values, and control states. Detail questions and answers are generated by an LLM from WebArena screenshots and target local facts visible in the current observation; they are not copied from benchmark task annotations. For a training question r, a teacher that reads the full observation produces pT(⋅∣o,r)p_T(· o,r), while a latent student produces pS(⋅∣Fρ(o),r)p_S(· F_ρ(o),r) through the trainable connector. Overall probes use distillation from teacher-generated continuations. Detail questions use both cross-entropy with the reference answer and teacher-distribution distillation. Other observations from the same session are used as negatives in a symmetric InfoNCE objective: ℒQF=0.5ℒKL,obs+ℒCE+0.3ℒKL,q+ℒsem.L_ QF=0.5L_ KL,obs+L_ CE+0.3L_ KL,q+L_ sem. The InfoNCE temperature is 0.05. Questions provide readout supervision only and are not inputs to the encoder; memory formation always computes the query-independent Fρ(o)F_ρ(o). Three groups of overall-observation probes are used for gradient training, and a fourth group is reserved for checkpoint selection and observation-fidelity evaluation. Let QωQ_ω be the frozen quantizer, so that E=Qω∘FρE=Q_ω F_ρ and x~t=Dω(z~t) x_t=D_ω( z_t). OPQ first standardizes each slot and channel, then applies a shared 512×512512× 512 orthogonal rotation. Each slot is divided into 32 subspaces of dimension 16, with 64 codewords per subspace. This gives 1,024 discrete coordinates and a fixed-width reference of 6,144 bits per observation. The reported codebook uses 520,110 training states, 25 k-means iterations, and seed 0. The world model and task-impact labels are generated in this frozen OPQ coordinate system. The difference between Dω(zt)D_ω(z_t) and Dω(z~t)D_ω( z_t) therefore comes only from coordinates replaced by world-model predictions. A.2 World Model and Shared-History Reconstruction The world model reads at most 16 historical states. Each subspace code has an 8-dimensional embedding; the 32 codes in one slot are concatenated into a 256-dimensional state token and combined with action, relative-time, slot-identity, and validity embeddings. The backbone is a 12-layer Transformer with eight heads, width 256, MLP width 4,096, and dropout 0.1. Attention is causal across time blocks but permits the 32 slots within one block to interact. The final valid block predicts all 1,024 coordinates of the next state in parallel. Structured action encoding contains 17 action types, 64 bins for each absolute position coordinate plus a missing-value category, a signed-log representation of relative displacement, and a GRU encoding of up to 40 payload bytes. The action is aligned with the transition from the last historical state to the state being predicted. The world model has 29,092,096 parameters. The reported training uses 495,527 transitions for 60,000 steps, with true codes in the history. The objective combines next-state code negative log-likelihood with a slot-validity term. All 32 slots are valid in the selected interface, so all 1,024 codes contribute to prediction and code-length computation. Training uses dropout 0.1; dropout is disabled during writing and reconstruction to keep inference deterministic. During training the model uses true-code histories; during writing and decoding it uses ht=(z~<t,u<t)h_t=( z_<t,u_<t). In both cases, all distributions for the current state are computed before any current true coordinate is read. The factorized coding model is pθ(zt∣ht)=∏j=1Jpt,j(zt,j).p_θ(z_t h_t)= _j=1^Jp_t,j(z_t,j). This factorization is a coding choice and does not claim that the coordinates are independent in the true observation distribution. For t≥1t≥ 1, the output copy gate mixes the previous reconstructed code with the new categorical prediction: pt,j(c)=γt,jc=z~t−1,j+(1−γt,j)Softmax(ℓt,j)c,0<γt,j<1.p_t,j(c)= _t,j1\c= z_t-1,j\+(1- _t,j)Softmax( _t,j)_c, 0< _t,j<1. The gate makes persistent interface content more likely to receive a short code. With finite logits, every category has positive probability, so the ideal code length is defined. The symbol π is reserved for the retention rule. At t=0t=0, the initial state is stored in full and both sides set z~0=z0 z_0=z_0. For t≥1t≥ 1, the action ut−1u_t-1 is available before state ztz_t is recovered. Both writer and decoder compute the same distributions, modal predictions, entropies, and retention mask from the common reconstructed history. The reconstructed state is z~t,j=zt,j,mt,j=1,z^t,j,mt,j=0. z_t,j= casesz_t,j,&m_t,j=1,\\ z_t,j,&m_t,j=0. cases The writer feeds back z~t z_t, rather than the original ztz_t, before processing the next step. This makes later predictions available to the decoder. If the initial state uses ⌈log2C⌉ _2C bits per coordinate, the episodic storage is Repiπ(τ)=J⌈log2C⌉+∑t=1T∑j=1Jmt,jrt,j+Bauxπ(τ).R_epi^π(τ)=J _2C + _t=1^T _j=1^Jm_t,jr_t,j+B_aux^π(τ). Here BauxπB_aux^π denotes per-episode auxiliary content. Under the accounting protocol in this appendix, it includes actions, optional symbol anchors, and other fields needed for decoding that cannot be recovered losslessly from counted content; regenerable retrieval vectors and indices are excluded from the main table but may be reported as separate implementation overhead. Shared model storage is counted separately. Retention masks need not be transmitted because the decoder recomputes them from its own reconstructed history. A.3 Risk Estimation, Retrieval Training, and Threshold Calibration A.3.1 Risk estimation and calibration Counterfactual labels use the same frozen Reader Bridge and Reader for a complete OPQ state and a state with one coordinate replaced by its modal prediction. For every reference-answer token, teacher-forced NLL is divided by ln2 2 and reported in bits. The two branches use identical questions and answer tokens, and the implementation records the measurements in float32. For coordinate j, let ℐjI_j be its state-question annotation set. Define Ai,j=z^i,j≠zi,jA_i,j=1\ z_i,j≠ z_i,j\ as the prediction-error indicator and let Δi,j _i,j be the bit-valued answer-loss change caused by replacing that coordinate with its prediction. Let njerr=∑i∈ℐjAi,j.n_j err= _i _jA_i,j. When njerr>0n_j err>0, the conditional task impact is V^j=∑i∈ℐjAi,jΔi,jnjerr. V_j= _i _jA_i,j _i,jn_j err. Only incorrect predictions enter this average. An unconditional average already contains the offline error frequency, so multiplying it by another error probability would count that factor twice. The deployed error lookup bins predictive entropy at 0.25 bits. For a nonempty bin, calibration records from all states and coordinates are pooled and the modal prediction-error frequency is used. For an empty bin, the lookup falls back to the marginal calibration error rate of coordinate j. Thus gj(H)g_j(H) uses a shared value for populated bins rather than fitting a separate curve for every coordinate. The frozen lookup and empty-bin rule are shared by writer and decoder. Online risk is d^t,j=gj(Ht,j)V^j. d_t,j=g_j(H_t,j) V_j. A.3.2 Retrieval representation learning For one observation, the complete and reconstructed discrete states are mapped through DωD_ω and then through a retrieval head KηK_η. The head applies per-slot LayerNorm, learned attention pooling, a 512→1024→4096512→ 1024→ 4096 MLP, and ℓ2 _2 normalization. The state encoder, OPQ, world model, and task-impact statistics are frozen, while the retrieval head is trained from random initialization. A retrieval head that may have been jointly trained in a Q-Former checkpoint is not reused. Let zi+z_i^+ denote the complete quantized state for observation i, and let z^i z_i denote its coordinate-wise world-model prediction. The complete and reconstructed views are paired with the same frozen Qwen3-VL full-observation teacher embedding ti∈ℝ4096t_i ^4096. The teacher is used only for offline supervision and is not stored as an online memory key. The paired inputs are xif=Dω(zi+)x_i f=D_ω(z_i^+) and xig=Dω(mi⊙zi++(1−mi)⊙z^i)x_i g=D_ω(m_i z_i^++(1-m_i) z_i), where mim_i is the retention mask. We write the normalized retrieval-head output as h(x)h(x). For a batch, let Sab=h(xa)⊤tb/0.05S_ab=h(x_a) t_b/0.05. ℒret(x,t)=12[CE(S,IB)+CE(S⊤,IB)]+1B∑i[1−cos(h(xi),ti)].L_ ret(x,t)= 12 [CE(S,I_B)+CE(S ,I_B) ]+ 1B _i [1- (h(x_i),t_i) ]. The paired-view objective is ℒhead=12ℒret(xf,t)+12ℒret(xg,t)+0.1B∑i[1−cos(h(xig),sg(h(xif)))].L_ head= 12L_ ret(x f,t)+ 12L_ ret(x g,t)+ 0.1B _i [1- \! (h(x_i g),sg(h(x_i f)) ) ]. The stop-gradient operator prevents the consistency term from updating the complete-view target; the complete view is still trained by its own retrieval loss. The teacher-alignment and in-batch negative terms encourage observation-discriminative keys and reduce the risk of representation collapse; they are not a formal guarantee against collapse. AdamW uses batch size 64, learning rate 3×10−43× 10^-4, weight decay 10−410^-4, and gradient-norm cap 5. The checkpoint is selected by validation dual-view loss. In WorldMemArena, Qwen3-VL-Embedding-8B encodes queries, and the top 10 memories within the same session are selected by cosine similarity and passed to the Reader Bridge. An optional exact-symbol anchor extracts element ID, role, and visible name from accessibility-tree paths. A lightweight OCR path extracts dates, URLs, and typed numbers from screenshots. These symbols do not enter OPQ coordinates or retrieval keys; they are converted to Reader token embeddings only when their corresponding observation is retrieved. Their storage cost is counted only when this path is enabled. A.3.3 Reconstructed-memory reading For future question q, complete memory Z and reconstructed memory Z~π Z^π use the same retrieval head, ranking rule, Reader Bridge, Reader, and answer-token scoring convention. Their retrieved states may differ, so the full-memory distortion includes both retrieval changes and changes in the evidence read by the Reader. An optional symbol anchor enters the Reader only with its corresponding retrieved observation. A.3.4 Threshold calibration For each candidate λ∈Λλ∈ , calibration trajectories are reconstructed from their complete initial states using the risk rule and shared-history recursion. Fixed retrieval and reading components then measure the answer-loss change relative to complete quantized memory and the episodic storage rate. The candidate with minimum measured storage among those satisfying the average distortion constraint is selected and frozen for held-out evaluation. Candidates are evaluated with separate closed-loop reconstructions because early omissions can change later histories, code lengths, and masks. On the same calibration episodes, the observation-normalized denominator is unchanged across candidates, so minimizing rate is equivalent to minimizing total episodic storage. At λ=0λ=0, the tie rule retains every coordinate; reconstructed memory equals the complete quantized reference and the additional answer loss is zero. A.3.5 Formal analysis of the retention rule For an integrable local omission loss, a correct prediction leaves the discrete state unchanged, so Δt,j=0 _t,j=0 whenever At,j=0A_t,j=0. Conditional total expectation therefore gives obs[Δt,j∣ht]= _ obs[ _t,j h_t]= Probs(At,j=1∣ht)⋅obs[Δt,j∣At,j=1,ht]. _ obs(A_t,j=1 h_t)·E_ obs[ _t,j A_t,j=1,h_t]. If the conditional error probability is zero, the product is defined as zero. This identity does not assume independence between error occurrence and error impact. Approximation enters only when the two context-dependent factors are replaced by gj(Ht,j)g_j(H_t,j) and V^j V_j. For a fixed history, the difference between retaining and omitting coordinate j in the proxy objective is ^t,j(1)−^t,j(0)=λHt,j−d^t,j. J_t,j(1)- J_t,j(0)=λ H_t,j- d_t,j. Retaining the true value when this difference is nonpositive, including ties, minimizes the coordinate-level proxy for that fixed history. Since the proxy is additive across coordinates, the coordinate decisions jointly minimize the fixed-history proxy. This does not establish global optimality for a complete episode: simultaneous omissions may alter retrieval and subsequent predictive histories, which is why threshold calibration uses complete recurrent reconstruction. The actual code length rt,j=−log2pt,j(zt,j)r_t,j=- _2p_t,j(z_t,j) depends on the true value known to the writer but unavailable to the decoder before the value is read. Predictive entropy Ht,jH_t,j depends only on the shared predictive distribution and can therefore be used in a shared decision. If μt,j(⋅∣ht) _t,j(· h_t) is the true conditional distribution, μt,j[rt,j∣ht]=H(μt,j)+DKL,2(μt,j∥pt,j),E_ _t,j[r_t,j h_t]=H( _t,j)+D_KL,2( _t,j\|p_t,j), which is generally different from Ht,j=H(pt,j)H_t,j=H(p_t,j). Entropy is therefore a jointly computable proxy for decision-time cost; episodic storage is still charged using the ideal lengths of retained true values. Finally, assume identical initial states, actions, frozen models and lookup tables, coordinate ordering, numerical computation, tie rules, and exact decoding of retained values. The histories agree at t=0t=0. If reconstructed histories agree through t−1t-1, both sides compute the same distributions, entropies, masks, and modal predictions at t. They use the same decoded value at retained coordinates and the same prediction at omitted coordinates, so z~t z_t also agrees. Induction establishes synchronization of the reconstructed histories; it does not establish equality between reconstructed and original states. A.4 Model Capacity and Episodic-Storage Trade-off A.4.1 Total storage and cost per transition Let ΦP _P be a world model with P parameters and let πP _P be its associated retention rule. For an episode τ, RepiπP(τ)= R_epi _P(τ)= J⌈log2C⌉+∑t=1T∑j=1Jmt,jπPrt,jΦP+BauxπP(τ). J _2C + _t=1^T _j=1^Jm_t,j _Pr_t,j _P+B_aux _P(τ). Let Bshared(ΦP)B_shared( _P) be the shared-model storage cost. For a collection =τii=1KT=\ _i\_i=1^K with N=∑iTi>0N= _iT_i>0 transitions, S(P,)=Bshared(ΦP)+∑i=1KRepiπP(τi),S(P;T)=B_shared( _P)+ _i=1^KR_epi _P( _i), and the episodic rate per transition is R¯epi(P,)=∑iRepiπP(τi)∑iTi. R_epi(P;T)= _iR_epi _P( _i) _iT_i. This subsection uses transitions as the denominator. If the same collection is normalized by observations, the denominator is N+KN+K because each of the K episodes contributes an initial observation. The storage table uses the observation-based denominator specified in Section A.7. The corresponding total cost per transition is S¯(P,N)=Bshared(ΦP)N+R¯epi(P). S(P,N)= B_shared( _P)N+ R_epi(P). Assume the shared cost is continuous, strictly increasing, and unbounded, with B˙(P)>0 B(P)>0 and B¨(P)≥0 B(P)≥ 0. The experiments use FP16 weight storage, so Bshared(ΦP)=16PB_shared( _P)=16P. For the horizon analysis, the measured episodic-rate curve and episode-length distribution are held fixed; only the number N of retained transitions changes. With a fixed state interface, every episode must retain its initial state, giving the rate floor R¯epi(P)≥Rfloor≡KJ⌈log2C⌉N. R_epi(P)≥ R_floor≡ KJ _2C N. A.4.2 Diminishing returns and a finite optimum If R¯epi′(P)<0 R_epi (P)<0 and R¯epi′(P)>0 R_epi (P)>0, capacity has diminishing returns. Writing g(P)=−R¯epi′(P)g(P)=- R_epi (P), ∫PminPg(u)u=R¯epi(Pmin)−R¯epi(P)≤R¯epi(Pmin)−Rfloor, _P_ ^Pg(u)\,du= R_epi(P_ )- R_epi(P)≤ R_epi(P_ )-R_floor, so g(P)→0g(P)→ 0. For fixed N, ∂S¯∂P=B˙(P)N−g(P),∂2S¯∂P2=B¨(P)N+R¯epi′(P)>0. ∂ S∂ P= B(P)N-g(P), ∂^2 S∂ P^2= B(P)N+ R_epi (P)>0. An interior optimum therefore satisfies −R¯epi′(P∗)=B˙(P∗)N.- R_epi (P^*)= B(P^*)N. If this crossing does not occur after PminP_ , the smallest candidate is optimal. A.4.3 Break-even between two models For two capacities Pb>PaP_b>P_a, define ΔBshared=Bshared(ΦPb)−Bshared(ΦPa)>0 B_shared=B_shared( _P_b)-B_shared( _P_a)>0 and ΔR¯epi=R¯epi(Pa)−R¯epi(Pb) R_epi= R_epi(P_a)- R_epi(P_b). When ΔR¯epi>0 R_epi>0, the larger model becomes cheaper exactly when N>ΔBsharedΔR¯epi.N> B_shared R_epi. If ΔR¯epi≤0 R_epi≤ 0, the smaller model is cheaper for every positive retention scale. A.4.4 Deployment horizon and preferred capacity Under the stated differentiability, convexity, and fixed-rate assumptions, the interior preferred capacity increases with the deployment horizon. In the smooth case, dP∗dN=B˙(P∗)N2R¯epi′(P∗)+NB¨(P∗)>0. dP^*dN= B(P^*)N^2 R_epi (P^*)+N B(P^*)>0. For a discrete candidate set, pairwise optimality comparisons give the same monotonic result: if N2>N1N_2>N_1, then an optimal capacity at N2N_2 is no smaller than an optimal capacity at N1N_1. After a consistent tie-breaking rule is fixed, the discrete optimum grows in steps. A.4.5 Implications for long-term memory Applying the cost calculation to the measured curves gives a local optimum near 5–7M parameters and a shift from roughly 0.54M parameters at short horizons toward about 29M at long horizons; these values are empirical results for the reported candidate set and deployment distribution. A.5 State-Dependent Gating and a Shared Task-Impact Prior A.5.1 Common coordinate space and conditional damage The task-impact estimate V^j V_j is shared across states, while gj(Ht,j)g_j(H_t,j) changes with the current predictive distribution. The frozen Q-Former and OPQ provide a consistent ordering of slots and subspaces; a shared coordinate need not represent the same semantic concept in every observation. Let the transformed representation contain S slots of width d, each divided into M subspaces, so the number of discrete coordinates is J=SMJ=SM. Here S=32S=32, d=512d=512, M=32M=32, and J=1024J=1024; each subspace has dimension 16. After flattening the representation, ℝSd=⨁j=1Jj.R^Sd= _j=1^JV_j. Here jV_j is the 16-dimensional subspace of coordinate j, and PjP_j below denotes the orthogonal projection onto that subspace. Let ri+r_i^+ be the transformed representation reconstructed from the complete quantized state. Replacing only coordinate j gives δi,j∈j _i,j _j and ri(−j)=ri++δi,jr_i^(-j)=r_i^++ _i,j. If Fi(r)F_i(r) denotes the natural-log loss of the frozen single-state Reader after inverse transformation and connector application, then Δi,j=|Fi(ri++δi,j)−Fi(ri+)|ln2. _i,j= |F_i(r_i^++ _i,j)-F_i(r_i^+)| 2. For Ai,j=z^i,j≠zi,jA_i,j=1\ z_i,j≠ z_i,j\, define Vjref=obs[Δi,j∣Ai,j=1]V_j ref=E_ obs[ _i,j A_i,j=1] when the conditioning event has positive probability. If the Reader loss has an L-Lipschitz gradient along the replacement segment, then Δi,j≤1ln2(|⟨Pj∇Fi(ri+),δi,j⟩|+L2∥δi,j∥22). _i,j≤ 1 2 (| P_j∇ F_i(r_i^+), _i,j |+ L2\| _i,j\|_2^2 ). Define Sjerr=obs[∥Pj∇Fi(ri+)∥22∣Ai,j=1],Ajerr=obs[∥δi,j∥22∣Ai,j=1].S_j err=E_ obs[\|P_j∇ F_i(r_i^+)\|_2^2 A_i,j=1], A_j err=E_ obs[\| _i,j\|_2^2 A_i,j=1]. Then Vjref≤1ln2(SjerrAjerr+L2Ajerr).V_j ref≤ 1 2 ( S_j errA_j err+ L2A_j err ). Across a family of trajectory-conditioned distributions, define Vj(Q)=Q[Δi,j∣Ai,j=1]V_j(Q)=E_Q[ _i,j A_i,j=1] whenever the conditioning event has positive probability. If, for every such Q, Sjerr(Q)≤sj2S_j err(Q)≤ s_j^2 and Ajerr(Q)≤aj2A_j err(Q)≤ a_j^2, set bj=sjaj+(L/2)aj2ln2,b¯=1J∑j=1Jbj.b_j= s_ja_j+(L/2)a_j^2 2, b= 1J _j=1^Jb_j. Then Vj(Q)≤bjV_j(Q)≤ b_j, and for any ε>b¯ > b the common low-impact set ε=j:bj≤εJ_ =\j:b_j≤ \ satisfies |ε|≥J(1−b¯ε)>0.|J_ |≥ J (1- b )>0. The bound provides a sufficient condition for a shared set of low-utility coordinates to remain low-impact across the specified family of distributions. MemoWM estimates the combined effect directly with counterfactual answer loss. Under the reported training–held-out split and comparison size, selected coordinates have approximately 1/1661/166–1/1761/176 of the error-conditional damage of same-size random coordinates; this is an empirical result for that evaluation setting, not a distribution-free guarantee. A.5.2 Entropy calibration and gating stability For entropy bin ℬbB_b, the pooled error estimate is e^b=∑(i,k):Hi,k∈ℬbAi,k|(i,k):Hi,k∈ℬb|. e_b= _(i,k):H_i,k _bA_i,k|\(i,k):H_i,k _b\|. For a nonempty bin, the deployment value e^j,b e_j,b uses this pooled frequency; for an empty bin, it falls back to the marginal calibration error rate of coordinate j. Thus gj(H)g_j(H) combines a shared estimate for populated bins with a coordinate-specific fallback. For bins with positive mass and positive conditional error probability, define Uj,b∗ U_j,b^* =[Δt,j∣Ht,j∈ℬb], =E[ _t,j H_t,j _b], ej,b∗ e_j,b^* =Pr(At,j=1∣Ht,j∈ℬb), = (A_t,j=1 H_t,j _b), Vj,b∗ V_j,b^* =[Δt,j∣At,j=1,Ht,j∈ℬb]. =E[ _t,j A_t,j=1,H_t,j _b]. Because Δt,j=0 _t,j=0 for correct predictions, Uj,b∗=ej,b∗Vj,b∗U_j,b^*=e_j,b^*V_j,b^*. The risk-estimation error satisfies |Uj,b∗−e^j,bV^j|≤ |U_j,b^*- e_j,b V_j|≤ ej,b∗|Vj,b∗−Vjref|+ej,b∗|Vjref−V^j|+V^j|ej,b∗−e^j,b|. e_j,b^*|V_j,b^*-V_j ref|+e_j,b^*|V_j ref- V_j|+ V_j|e_j,b^*- e_j,b|. The three terms represent context transfer, task-impact estimation, and error-rate calibration. If τt,j=λHt,j _t,j=λ H_t,j and |Uj,b∗−d^t,j|<|d^t,j−τt,j|,|U_j,b^*- d_t,j|<| d_t,j- _t,j|, the estimated and bin-conditional risks make the same retention decision. The gate is stable when its estimation error is smaller than its distance from the threshold. Table 4: Held-out checks of the two risk components. (a) Answer-NLL damage conditioned on prediction errors for the original queries and independently constructed unseen-query variants (10−310^-3 bits/answer). (b) Frozen entropy lookup versus observed prediction error (%). (a) Error-conditioned damage Subset Coords. Low-VjV_j Unseen query Random Bottom 5% 51 0.212 0.323 37.4 Bottom 10% 102 0.221 0.375 38.8 Bottom 15% 154 0.231 0.423 38.3 Bottom 20% 205 0.232 0.565 39.8 (b) Entropy and prediction error (%) Entropy (bit) Lookup Observed Gap (p) [0,0.5)[0,0.5) 4.0 8.1 +4.1+4.1 [0.5,1)[0.5,1) 9.5 16.0 +6.5+6.5 [1,1.5)[1,1.5) 17.2 26.2 +9.1+9.1 [1.5,2)[1.5,2) 27.1 35.1 +8.0+8.0 [2,2.5)[2,2.5) 36.5 45.3 +8.8+8.8 [2.5,3)[2.5,3) 44.8 52.5 +7.7+7.7 [3,4)[3,4) 57.5 62.5 +5.0+5.0 [4,5)[4,5) 76.3 78.8 +2.5+2.5 [5,6)[5,6) 89.0 88.8 −0.2-0.2 The task-impact prior transfers across trajectories. On unseen trajectories, matched random sets cause 166166–176×176× as much damage as the bottom 5%5\%–20%20\% of coordinates ranked by training-set VjV_j (Table 4a). Conditioning on incorrect predictions isolates error severity, supporting VjV_j as a reusable task-impact prior. For each evaluation question, we additionally construct a distinct unseen-query variant. Damage remains 0.3230.323–0.5650.565 across the four low-VjV_j subsets, far below matched random omission, indicating that the learned task-impact prior remains relatively stable for rare or previously unseen query formulations. A sufficient condition for this stability is given above in this section. Entropy orders state-dependent prediction risk. Observed error rises monotonically from 8.1%8.1\% to 88.8%88.8\% across entropy bins (Table 4b). The frozen lookup preserves this ordering on held-out trajectories, supporting entropy as a signal for adapting the error estimate et,je_t,j to the current predictive context. Appendix B Training-Data Construction and Evaluation-Overlap Checks B.1 Unified collection framework Web-related training data for AMA-Bench, WorldMemArena, LongMemEval-V2, and WebQuest use WebArena as the common browser environment. Collection follows its self-hosted sites, task configurations, browser state, and execution logic. A local language model drives the agent, while a lightweight adapter changes only the observation, action, and trajectory-export interfaces. Each step is saved as a state-action-next-state transition (st,at,st+1)(s_t,a_t,s_t+1) with task/goal, URL, accessibility tree, screenshot, element information, action, and success outcome. Both original and normalized semantic actions are retained, including CLICK(target), TYPE(target,text), SCROLL(direction), GOTO(url), and BACK(). These are action-class examples; the structured world-model encoder uses the 17 action types defined above. B.2 Four training-data sources AMA-Bench Web tasks use the WebArena agent loop with the full accessibility tree and element-ID actions. Screenshots are synchronized but are not required by the AMA-style interface. Successful and failed trajectories are retained. WorldMemArena agents primarily observe screenshots and use visual GUI actions such as coordinate clicks, keyboard input, and scrolling. Accessibility trees, URLs, and element information are logged in the background. Long trajectories are segmented into sessions after collection using page changes, subgoal completion, error feedback, or clear state changes. Session boundaries, memory points, and QA are post-processing annotations. LongMemEval-V2 WebArena tasks use a BrowserGym/AgentLab-style interface and store screenshots and accessibility trees together. Actions such as click(bid), fill(bid,value), scrolling, navigation, and back are normalized. Informative failures and multiple rollouts are retained to cover errors and recovery, while episode boundaries and temporal order are preserved. WebQuest-style Trace QA stores complete screenshot sequences and marks 2–5 answer-bearing key frames. Questions require combining multiple frames, such as for product comparison, counting, or attribute filtering, and do not copy the original WebArena task goal. Items are removed if one screenshot suffices, the answer is non-unique, or one marked frame can be removed without losing the answer. The final sample contains the screenshot sequence, question, and answer; accessibility trees and actions are used only for generation, localization, and verification. B.3 Deduplication Before collection, training and public evaluation tasks are lowercased, non-semantic whitespace and punctuation differences are removed, and URL and hostname forms are normalized. Task instructions and goals are then matched exactly after normalization. Evaluation tasks that map to WebArena tasks are excluded from the training pool. When task IDs are unavailable, near-duplicate checks use the normalized goal, starting URL, site or environment, and initial observation. Exact or highly similar tasks are removed. A small random sample is manually checked to verify that matched items refer to the same evaluation task, that training goals do not copy evaluation goals, and that collection trajectories do not copy evaluation trajectories. Training and evaluation still share the website environment. B.4 MemEye synthetic training data B.4.1 Visual structure and instance separation MemEye Health provides an evaluation set but no training split. We therefore construct synthetic training data based on the structure of the public benchmark, generating new virtual patients, screens, values, and questions without reusing public evaluation images, questions, or patient records. Dashboard screens contain a title bar, KPI cards, a trend card, and three donut cards; portal screens contain time-varying messages. The generator samples new layouts, labels, values or text badges, donut labels and colors, trend shapes, and value ranges. This construction covers the evidence types and cross-screen comparisons required by evaluation, but its task structure still reflects the public evaluation set. The MemEye experiment therefore assesses memory under this class of screens and questions; it does not establish zero-shot generalization to unseen interface styles. A parameterized PIL renderer creates a dashboard or portal on a 4096×40964096× 4096 canvas and resizes it to 1024×10241024× 1024; trend curves use 13 normalized control points. Structural parameters are saved with each observation as ground truth for question generation and retrieval supervision. B.4.2 Cross-session trajectories and questions Each generated patient contains 8–12 dated sessions, including image and text-only rounds. Metrics and portal guidance evolve across sessions, and screen roles provide temporally distinguishable evidence. A uniqueness check is applied to screen names and donut-card fingerprints when answers and distractors are generated. Seven question templates cover donut and layout identification, cross-screen value comparison, trend shape, first-session content, portal-guidance changes, and metric sequences. Clue-bearing rounds provide multiple positive retrieval labels. Multiple-choice questions use four option orderings and have open-ended counterparts; items with conflicting answers or ambiguous screen identities are removed. Appendix C Persistent-Storage Accounting for Baselines C.1 Unified accounting rules To keep methods comparable, the main table counts logical persistent content that must remain after memory construction to support future queries. Under this accounting protocol, count serialized text, structured fields, identifiers, timestamps, links, graph records, and per-observation metadata that cannot be recovered losslessly from counted content. If retrieval or answering reads media through a path, ID, or resource node, count the media bytes; converted images are counted in their converted form. A shared media asset is counted once. If an image is used only during writing and later retrieval relies entirely on saved text or structured memory, the original image may be deleted and is excluded under this protocol. Regenerable embeddings and retrieval indices, temporary caches, query-time working state, and physical database-layout overhead are excluded. This convention compares logical memory load rather than the physical disk usage of a particular database implementation; physical deployment overhead should be reported separately if it is relevant. Encoding, embedding, extraction, retrieval, and reading parameters are functional model weights rather than per-episode payload. MemoWM reports episode-specific storage in the main table; the world-model cost is amortized over retained interactions in Section A.4. The denominator is the number of retained observations, and 1 kbit equals 1,000 bits. MemoWM (w/o WM) uses the same observation encoder and OPQ interface but stores every full quantized state and applicable auxiliary content, without world-model prediction or state-dependent coordinate retention. C.2 Persistent content counted for each baseline RAG and UniversalRAG count retained raw observations, media, text and image records, identifiers, order, and required associations. A-Mem counts retained MemoryNotes and their keywords, contexts, tags, links, IDs, timestamps, scores, counters, and evolution fields. SimpleMem counts MemoryEntry text, structured attributes, IDs, and metadata. MemGPT counts Recall/Archival content and summaries needed by future queries. Omni-SM counts persistent text and visual memory units, retained visual assets, and surviving events, entities, relations, and source links. M2A counts raw media, raw messages, semantic records, captions, IDs, timestamps, and evidence mappings, with shared images counted once. ViLoMem counts retained logic records and textual visual descriptions, and counts source images only when later access reads them. MIRIX counts actual episodic, semantic, procedural, resource, knowledge-vault, and optional core-memory records with IDs and metadata. AUGUSTUS counts observation text and media, concept tags, graph nodes and edges, index keys, and posting pointers; images remain counted when graph nodes allow later access. MMFU-Single, when evaluated, follows the raw-content rule used for UniversalRAG. C.3 Query-dependent memory states MEM1 compact internal states and MemAgent rolling memories depend on the current goal or question. The main table uses a reusable-memory accounting: because future questions are unknown when a trajectory is saved, it counts the original observations and media, actions, order, and session metadata needed to construct states for different questions. A state generated temporarily for one query is excluded unless it is explicitly archived for later use. A single-query storage number may be reported separately only when one known question is compressed and the original trajectory is deleted. Appendix D Physical Entropy-Coded Realization of the Reported Storage Rate The main storage results use ideal conditional code lengths to provide an implementation-independent measure of logical persistent memory. To verify that these rates are realizable under a concrete coding implementation, we additionally instantiate the MemoWM representation as an actual entropy-coded bitstream on the same 817-transition WorldMemArena Web out-of-domain evaluation set used in our rate analysis. The main paper reports an ideal experience-specific rate of 4,323.844,323.84 bits/state on this set. We implement the retained-symbol stream using a range coder with 16-bit cumulative-probability precision. At each transition, the writer and decoder independently recompute the same predictive distributions, predictive entropies, retention decisions, and modal predictions from the shared reconstructed history. When a coordinate is retained, its true discrete value is entropy-coded under the corresponding world-model predictive distribution. When a coordinate is omitted, no symbol is written to the stream and the decoder reconstructs it from the shared modal prediction. Importantly, no explicit per-coordinate or per-state retention mask is stored. The ideal-code accounting gives a rate of 4,323.844,323.84 bits/state, while the resulting serialized entropy-coded stream requires 4,388.704,388.70 bits/state. The physical implementation therefore adds 64.8664.86 bits/state, corresponding to only 1.50%1.50\% overhead relative to the ideal-code estimate. We further decode the complete bitstream independently from the stored initial states, actions, shared model parameters, and coded payload. The decoder reproduces 100.00%100.00\% of the writer-side reconstructed states exactly, confirming that the retention decisions can be recomputed from shared reconstructed history and do not require a hidden state-specific mask. These results show that the ideal conditional code lengths used in the main storage analysis closely approximate the size of an actual decodable representation. In particular, replacing ideal code lengths with a physical entropy-coded stream increases the measured rate by only 1.50%1.50\%, while leaving the reconstructed memory exactly unchanged. Thus, the storage reduction reported in the main paper is not an artifact of ideal-code accounting or an uncounted retention mask. Appendix E Evaluation Settings WorldMemArena. The Web subset uses a frozen Qwen3.5-9B as Reader and LLM judge. Answers use greedy decoding, and the benchmark-defined QA-C accuracy is reported. AMA-Bench. The Web Task Execution subset follows the benchmark-provided open-ended QA configuration with WebArena trajectories. The base model is thinking-enabled Qwen3-32B. The Qwen3-32B judge receives the question, reference answer, and prediction under the corresponding evaluation prompt and returns a binary correctness decision. LongMemEval-V2. We use the Small setting, with histories from 100 trajectories in each of WebArena and ServiceNow. Following the benchmark-provided context-collection protocol, trajectories are written to memory, queried, and returned contexts are limited to 200K tokens. Qwen3.5-9B serves as Reader and judge; the Reader uses thinking, temperature 0.6, top-p=0.95p=0.95, and top-k=20k=20. Domain-specific prompts and answer-parsing rules are retained; when a final boxed answer is present, it is extracted before matching. Structured answers use the corresponding matching rules, while trap and false-premise questions use the benchmark semantic-scoring prompt. WebQuest. We follow the benchmark Trace QA evaluation and report Relaxed Accuracy (RA). Numeric values are extracted from predictions and reference answers and compared with tolerance ±0.05± 0.05; integers and strings use normalized exact matching. A prediction is correct if it matches any acceptable reference answer. Storage and reconstruction diagnostics. One kbit is 1,000 bits. Storage rate is persistent bits per episode divided by the number of observations. Controlled reconstruction distortion is the absolute change in teacher-forced NLL relative to complete quantized memory, reported in bits per answer.