Background: The activation of coagulation factor (F) XI by activated coagulation FXII (FXIIa) is a prothrombotic process. The endothelium is known to play an antithrombotic role by preventing thrombin generation and platelet activation. It is unknown whether the antithrombotic role of the endothelium includes regulation of activated FXI (FXIa) activity. Hypothesis: Endothelial cells (ECs) express anticoagulant properties that block the procoagulant activity of FXIa. Methods: We used a chromogenic assay to measure FXIa, kallikrein or FXIIa activity on cultured human umbilical vein ECs (HUVECs). To detect FXIa-inhibitor complexes in either the supernatant (SN) or cell lysate (CL), HUVECs were exposed to FXIa for 2 hrs at 4°C, then washed and lysed, followed by immunoprecipitation and western blot (WB) using an anti-FXIa mAb to the catalytic domain. To assess FXIa binding and internalization, HUVECs were exposed to FXIa for 2 hrs a 4C, washed and incubated at 37C for 5 min to 2 hrs, followed by fixation, and immunostaining with an anti-FXI antibody. Results: HUVECs block the activity of FXIa but not kallikrein or FXIIa activity. The catalytic domain of FXIa (30 kDa) formed a covalent bond with one inhibitor generating one band at 80 kDa. The formation of FXIa-inhibitor complexes appeared in the SN when ECs were transferred to 37C. Mass spectrometry analysis of the 80kDa band revealed that FXIa forms a complex with plasminogen activator inhibitor 1 (PAI-1). WB for PAI-1 from the SN and CL detected a band at 80 kDa, while the expression of PAI-1 on the HUVEC surface decreased after incubation with FXIa. FXIa bound to the EC surface at 4C. After 5 mins at 37C, FXIa was internalized and localized beneath the plasma membrane, and after 30 mins to 2 hr at 37C, FXIa accumulated in the early and late endosomes and lysosomes. The serine protease inhibitor PPACK blocked FXIa-PAI-1 complex formation and internalization of FXIa. A blocking anti-PAI-1 antibody increased the cleavage of the chromogenic substrate by FXIa and the capacity of FXIa to promote fibrin formation on ECs in recalcified plasma. Summary: FXIa forms a complex with PAI-1 on the surface of ECs blocking its activity. Inhibition of FXIa on the endothelium may support internalization and clearance of FXIa from the circulation.