"They are extremely happy," Witherspoon's representative told Us Magazine.
The 34-year-old "Legally Blonde" actress began dating Toth, 40, last January, shortly after her split from Gyllenhaal.
The duo went public with their romance in March during a romantic birthday weekend in Ojai, Calif.
"She is definitely happy, in love and definitely wants to settle down," a pal told the magazine of her engagment to Toth.
Toth works as an agent at L.A.'s Creative Artists Agency, but doesn't represent Witherspoon.
This will be the second marriage for Witherspoon, who won a best actress academy award for her role as June Carter Cash in "Walk The Line."
She and hunky actor Ryan Phillippe were married for seven years before divorcing in 2008.
They have two daughters: Ava, 11, and Deacon, 7.
Insiders told Us that Toth has "bonded" with Witherspoon's kids.
He even looked after them in Los Angeles last fall while Witherspoon shot her new flick "This Means War" in Vancouver.
"Ava and Deacon are happy with him," the source added.
Witherspoon has been the subject of plenty of wedding rumors recently.
She joked about engagement chatter to Entertainment Weekly, saying "My mom always texts me, like, 'Are you getting married?'" Witherspoon said. "I'm like, 'Mom, come on! You would know if I was getting married,'" she said.
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