We have previously reported that thrombin-activatable fibrinolysis inhibitor (TAFI) exhibits intrinsic proteolytic activity toward large peptides. The structural basis for this observation was clarified by the crystal structures of human and bovine TAFI. These structures evinced a significant rotation of the prodomain away from the catalytic moiety when compared with other pro-carboxypeptidases, thus enabling access of large peptide substrates to the active site cleft. Here, we further investigated the flexible nature of the pro-domain and demonstrated that TAFI forms productive complexes with protein carboxypeptidase inhibitors from potato, leech, and tick (PCI, LCI, and TCI, respectively). We determined the crystal structure of the bovine TAFI-TCI complex, revealing that the pro-domain was completely displaced from the position observed in the TAFI structure. It protruded into the bulk solvent and was disordered, whereas TCI occupied the position previously held by the pro-domain. The authentic nature of the presently studied TAFI-inhibitor complexes was supported by the trimming of the C-terminal residues from the three inhibitors upon complex formation. This finding suggests that the inhibitors interact with the active site of TAFI in a substrate-like manner. Taken together, these data show for the first time that TAFI is able to form a bona fide complex with protein carboxypeptidase inhibitors. This underlines the unusually flexible nature of the prodomain and implies a possible mechanism for regulation of TAFI intrinsic proteolytic activity in vivo.Pancreatic carboxypeptidase A1 is the archetype of the M14 metallocarboxypeptidase (MCP) 3 family (1), also referred to as the funnelin tribe of metallopeptidases (2). The members of this family are subdivided into A/B or N/E MCPs on the basis of primary structure and structural homologies (3). They are also classified according to their substrate preference for C-terminal hydrophobic (A-type) or basic (B-type) amino acid residues. Thrombin-activatable fibrinolysis inhibitor (TAFI) (EC 3.4.17.20; UniProt Q96IY4) is a paralogue of pancreatic procarboxypeptidase B1 (pro-CPB1), pro-carboxypeptidases A1 (pro-CPA1), and A2 (pro-CPA2) and is also known as plasma pro-carboxypeptidase B2, R, or U (4 -9). Similarly to other B-type MCPs, TAFI possesses an N-terminal pro-domain that functions as a gatekeeper preventing substrate access to a preformed active site (for a review, see Refs. 2, 3). In human and porcine pancreatic pro-CPB1, access to the active site is completely shielded, resulting in no detectable intrinsic enzymatic activity of the zymogen (10). This is in contrast to human pro-CPA1 and pro-CPA2, which allow cleavage of small peptide substrates (11). Equally, pro-carboxypeptidase B from Pacific dogfish and African lungfish exhibit intrinsic activity toward small substrate molecules (12, 13). Likewise, TAFI interferes with carboxypetidase N assays (14), and is capable of cleaving larger peptide substrates due to its low but continuous carboxypeptidase activity...