Abstract: We present a theoretical explanation of the “grokking” phenomenon (Power et al., 2022), where a model generalizes long after overfitting, for the originally-studied problem of modular addition. First, we show that early in gradient descent, so that the “kernel regime” approximately holds, no permutation-equivariant model can achieve small population error on modular addition unless it sees at least a constant fraction of all possible data points. Eventually, however, models escape the kernel regime. We show that one-hidden-layer quadratic networks that achieve zero training loss with bounded $\ell_\infty$ norm generalize well with substantially fewer training points, and further show such networks exist and can be found by gradient descent with small $\ell_\infty$ regularization. We further provide empirical evidence that these networks leave the kernel regime only after initially overfitting. Taken together, our results strongly support the case for grokking as a consequence of the transition from kernel-like behavior to limiting behavior of gradient descent on deep networks.